S-4

As filed with the Securities and Exchange Commission on April 15, 2011

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Res-Care, Inc.
(Exact name of registrant as specified in its charter)

Kentucky
(State or other jurisdiction of
incorporation or organization) 8050
(Primary Standard Industrial
Classification Code Number) 61-0875371
(I.R.S. Employer
Identification Number)

SEE TABLE OF ADDITIONAL REGISTRANTS

9901 Linn Station Road
Louisville, Kentucky 40223
(502) 394-2100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

David W. Miles
Executive Vice President and Chief Financial Officer
Res-Care, Inc.
9901 Linn Station Road
Louisville, Kentucky 40223
Telephone: (502) 394-2100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Alan K. MacDonald
Frost Brown Todd LLC
400 W. Market Street, 32^nd Floor
Louisville, Kentucky 40202
Telephone: (502) 589-5400
Facsimile: (502) 581-1087

Approximate date of commencement of proposed exchange offer:
As soon as practicable after this registration statement is declared effective.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(do not check if a
smaller reporting company) smaller reporting company o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

           Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
10.75% Senior Notes due 2019	$200,000,000	100%	$200,000,000	$23,220
Guarantees of 10.75% Senior Notes due 2019	N/A	N/A	N/A	N/A(2)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

(2)

Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is required for the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF REGISTRANT GUARANTORS*

Exact Name of Registrant Guarantor as Specified in its Charter	Jurisdiction of Formation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Accent Health Care, Inc.	Ohio		8050		31-1623902
All Ways Caring Services, Inc.	Illinois		8050		36-3329709
Alternative Choices, Inc.	California		8050		33-0456663
Alternative Youth Services, Inc.	Delaware		8050		61-1313657
Arbor E&T, LLC	Kentucky		8050		46-0508470
Arbor PEO, Inc.	Delaware		8050		26-2423152
B.W.J. Opportunity Centers, Inc.	Texas		8050		74-2436417
Baker Management, Inc.	Missouri		8050		43-1361852
Bald Eagle Enterprises, Inc.	Missouri		8050		43-1784286
Bolivar Developmental Training Center, Inc.	Missouri		8050		43-1283738
Braley & Thompson, Inc.	West Virginia		8050		55-0590179
Capital TX Investments, Inc.	Delaware		8050		61-1251455
Careers in Progress, Inc.	Louisiana		8050		72-1275369
CATX Properties, Inc.	Delaware		8050		61-1263159
CNC/Access, Inc.	Rhode Island		8050		05-0422187
Community Advantage, Inc.	Delaware		8050		61-1239945
Community Alternatives Home Care, Inc.	Kentucky		8050		62-1361591
Community Alternatives Illinois, Inc.	Delaware		8050		31-1493235
Community Alternatives Indiana, Inc.	Delaware		8050		61-1242499
Community Alternatives Kentucky, Inc.	Delaware		8050		61-1312326
Community Alternatives Missouri, Inc.	Missouri		8050		43-1636671
Community Alternatives Mobile Nursing, Inc.	Kentucky		8050		61-1252360
Community Alternatives Nebraska, Inc.	Delaware		8050		61-1247067
Community Alternatives New Mexico, Inc.	Delaware		8050		61-1254414
Community Alternatives of Washington D.C., Inc.	Washington, D.C.		8050		31-1257932
Community Alternatives Pharmacy, Inc.	Delaware		8050		46-0506717
Community Alternatives Texas Partner, Inc.	Delaware		8050		61-1314648
Community Alternatives Virginia, Inc.	Delaware		8050		61-1273991
Creative Networks, L.L.C.	Arizona		8050		86-0800357
EduCare Community Living—Normal Life, Inc.	Texas		8050		75-2588340
EduCare Community Living—Texas Living Centers, Inc.	Texas		8050		75-2633891
EduCare Community Living Corporation—America	Delaware		8050		74-2473426
EduCare Community Living Corporation—Gulf Coast	Texas		8050		74-2421937
EduCare Community Living Corporation—Missouri	Missouri		8050		43-1588987
EduCare Community Living Corporation—Nevada	Nevada		8050		74-2706116
EduCare Community Living Corporation—New Mexico	New Mexico		8050		85-0415637
EduCare Community Living Corporation—North Carolina	North Carolina		8050		56-1735505
EduCare Community Living Corporation—Texas	Texas		8050		74-2436416
EduCare Community Living Limited Partnership	Kentucky		8050		61-1326692

Exact Name of Registrant Guarantor as Specified in its Charter	Jurisdiction of Formation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Employ-Ability Unlimited, Inc.	Ohio		8050		31-1464800
Franklin Career College Incorporated	California		8050		73-1676508
General Health Corporation	Arizona		8050		86-0529797
Habilitation Opportunities of Ohio, Inc.	Ohio		8050		31-1262113
Hydesburg Estates, Inc.	Missouri		8050		43-1557463
Individualized Supported Living, Inc.	Missouri		8050		43-1700277
J. & J. Care Centers, Inc.	California		8050		68-0067564
Job Ready, Inc.	Arkansas		8050		92-0157161
Normal Life Family Services, Inc.	Louisiana		8050		72-1275755
Normal Life of California, Inc.	California		8050		77-0455009
Normal Life of Central Indiana, Inc.	Indiana		8050		62-1365098
Normal Life of Georgia, Inc.	Georgia		8050		31-1529990
Normal Life of Indiana	Indiana		8050		61-1305095
Normal Life of Lafayette, Inc.	Louisiana		8050		74-2499272
Normal Life of Lake Charles, Inc.	Louisiana		8050		61-1196456
Normal Life of Louisiana, Inc.	Louisiana		8050		72-0981523
Normal Life of Southern Indiana, Inc.	Indiana		8050		35-1572479
Normal Life, Inc.	Kentucky		8050		61-1053590
P.S.I. Holdings, Inc.	Ohio		8050		31-1629153
PeopleServe, Inc.	Delaware		8050		31-1477505
Pharmacy Alternatives, LLC	Kentucky		8050		20-3612272
RAISE Geauga, Inc	Ohio		8050		34-1660712
Res-Care Alabama, Inc.	Delaware		8050		61-1327501
Res-Care Arkansas, Inc.	Delaware		8050		27-0296931
Res-Care California, Inc.	Delaware		8050		61-1268555
ResCare DTS International, LLC	Delaware		8050		20-1739397
Res-Care Europe, Inc.	Delaware		8050		26-1293458
ResCare Finance, Inc.	Delaware		8050		61-1316063
Res-Care Florida, Inc.	Florida		8050		61-1204314
Res-Care Idaho, Inc.	Delaware		8050		26-2863359
Res-Care Illinois, Inc.	Delaware		8050		61-1278144
ResCare International, Inc.	Delaware		8050		20-1739307
Res-Care Iowa, Inc.	Delaware		8050		26-2869154
Res-Care Kansas, Inc.	Delaware		8050		61-1278142
Res-Care Michigan, Inc.	Delaware		8050		26-0643927
Res-Care New Jersey, Inc.	Delaware		8050		61-1312327
Res-Care Ohio, Inc.	Delaware		8050		61-1259401
Res-Care Oklahoma, Inc.	Delaware		8050		61-1286352
ResCare Pennsylvania Health Management Services, Inc.	Delaware		8050		27-1448312
ResCare Pennsylvania Home Health Associates, Inc.	Delaware		8050		27-1448195
Res-Care Premier, Inc.	Delaware		8050		61-1313340
Res-Care Training Technologies, Inc.	Delaware		8050		61-1297942
Res-Care Washington, Inc.	Delaware		8050		61-1328026
Res-Care Wisconsin, Inc.	Delaware		8050		26-2869043
Rest Assured, LLC	Kentucky		8050		20-4626245
Rockcreek, Inc.	California		8050		33-0403356
RSCR California, Inc.	Delaware		8050		61-1278143
RSCR Inland, Inc.	California		8050		33-0468570
RSCR West Virginia, Inc.	Delaware		8050		31-1489372

Exact Name of Registrant Guarantor as Specified in its Charter	Jurisdiction of Formation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Skyview Estates, Inc.	Missouri		8050		43-1533401
Southern Home Care Services, Inc.	Georgia		8050		58-1408815
Tangram Rehabilitation Network, Inc.	Texas		8050		75-1767981
Texas Home Management, Inc.	Delaware		8050		61-1245563
The Academy for Individual Excellence, Inc.	Delaware		8050		31-1563871
The Citadel Group, Inc.	Texas		8050		74-2764035
THM Homes, Inc.	Delaware		8050		61-1251391
Upward Bound, Inc.	Missouri		8050		43-1498913
VOCA Corp.	Ohio		8050		31-0946580
VOCA Corporation of America	Ohio		8050		31-1580449
VOCA Corporation of Florida	Florida		8050		31-1524533
VOCA Corporation of Indiana	Indiana		8050		35-1872670
VOCA Corporation of Maryland	Maryland		8050		31-1288343
VOCA Corporation of New Jersey	New Jersey		8050		31-1427741
VOCA Corporation of North Carolina	North Carolina		8050		31-1282449
VOCA Corporation of Ohio	Ohio		8050		31-1264951
VOCA Corporation of West Virginia, Inc.	West Virginia		8050		31-1208122
VOCA of Indiana, LLC	Indiana		8050		35-2063976
VOCA Residential Services, Inc.	Ohio		8050		31-1355744
Youthtrack, Inc.	Delaware		8050		61-1292060

*

The address for each of the registrant guarantors is c/o Res-Care, Inc., 9901 Linn Station Road, Louisville, Kentucky 40223. The name, address and telephone number of the agent for service for each of the registrant guarantors is David W. Miles, 9901 Linn Station Road, Louisville, Kentucky 40223, telephone: (502) 394-2100.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED April 15, 2011

PROSPECTUS

$200,000,000
Offer to Exchange

10.75% Senior Notes due 2019, registered under the Securities Act

for

All Outstanding 10.75% Senior Notes due 2019

of

Res-Care, Inc.

THE EXCHANGE OFFER WILL EXPIRE AT 5 P.M.
NEW YORK CITY TIME, ON                        2011, UNLESS EXTENDED

The Exchange Offer

•

We are offering to exchange $200,000,000 aggregate principal amount of registered 10.75% Senior Notes due 2019, which we refer to as the exchange notes, for all of our unregistered 10.75% Senior Notes due 2019, which we refer to as the outstanding notes, that we issued in a private placement transaction on December 22, 2010.

•

We will exchange all outstanding notes that are validly tendered and not withdrawn for an equal principal amount of exchange notes.

•

The terms of the exchange notes are substantially identical to the outstanding notes, except that the exchange notes will be registered under the Securities Act and freely tradable.

•

There is no existing market for the exchange notes to be issued, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.

•

The exchange of notes will not be a taxable event for U.S. federal income tax purposes.

•

We will not receive any proceeds from the exchange offer.

•

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. In addition, until                        , 2011, all dealers effecting transactions in the exchange notes, whether or not participating in this offer, may be required to deliver a prospectus.

You should consider carefully the "Risk Factors" beginning on page 16 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2011.

TABLE OF CONTENTS

		Page
Important notices about information presented in this prospectus			i
	Industry and market data		i
	Trademarks, service marks and copyrights		ii
	Forward-looking statements		ii
Prospectus Summary			1
Risk Factors			16
Use of Proceeds			35
Capitalization			36
Selected Historical Financial Data and Ratio of Earnings to Fixed Charges			37
Management's Discussion and Analysis of Financial Condition and Results of Operations			38
Business			49
Management			65
Executive Compensation			71
Security Ownership of Certain Beneficial Owners and Management			84
Certain Relationships and Related Party Transactions			85
Description of Other Indebtedness			86
The Exchange Offer			89
Description of the Exchange Notes			100
Certain Material U.S. Federal Income Tax Considerations			159
Certain ERISA Considerations			163
Plan of Distribution			165
Legal Matters			166
Experts			166
Available Information			166
Index to Financial Statements			F-1

Important notices about information presented in this prospectus

        This prospectus summarizes the terms of several material agreements that we entered into in connection with the transactions and exchange offer discussed in this prospectus. These summaries do not purport to be complete and we urge you to read the agreements in their entirety. We will provide copies of these agreements to you without charge upon your written or oral request to Res-Care, Inc., 9901 Linn Station Road, Louisville, Kentucky 40223, Attention: Investor Relations, Telephone: (502) 394-2100. In order to obtain timely delivery of any information you request, we must receive your request at least five business days before the expiration date of the exchange offer.

        You should rely only on the information provided in this prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to exchange only the exchange notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Industry and market data

        This prospectus includes market share, ranking, industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Statistics regarding intellectual and developmental disabilities (ID/DD) populations and services are taken from "The State of the States in Developmental Disabilities," a 2008 report on research led by Dr. David Braddock.

i

Dr. Braddock is also a director of ResCare. Unless otherwise noted, data from this publication is as of the state fiscal year ending June 30, 2006, the most recent year for which data is available. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on market data currently available to us and management's estimates and assumptions. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in this prospectus. We cannot guarantee the accuracy or completeness of such information contained in this prospectus.

Trademarks, service marks and copyrights

        We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. ResCare is a registered trademark of Res-Care, Inc. or its subsidiaries. Best in Class 2000 and the Best in Class Manual are works, including software, that are registered copyrights of Res-Care, Inc. In addition, our names, logos and website names and addresses are our service marks or trademarks. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ©, ® and ^TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Forward-looking statements

        This prospectus includes forward-looking statements, which are statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. We have based these forward-looking statements on our current views about future events. Words or phrases such as "anticipate," "believe," "estimate," "expect," "forecast," "seek," "intend," "may be," "objective," "plan," "predict," "project," "will be" and similar words or phrases, or the negative thereof are intended to identify such forward-looking statements. All statements about matters that are not historical facts are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to numerous assumptions, risks and uncertainties. By their nature, forward-looking statements involve risks and uncertainties because they involve assumptions and relate to events and depend on circumstances that may or may not occur in the future. In addition to the specific risk factors described in the section entitled "Risk factors," factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in this prospectus include, among others, the following:

•

changes in reimbursement rates, policies or payment practices by third-party payors;

•

changes in law, governmental regulations or the interpretations thereof;

•

changes brought about by the recent federal health care reform legislation;

•

any failure to comply with existing and future government regulations;

•

our ability to successfully integrate acquired businesses;

•

the size of our self-insurance reserves and changes in the insurance market that affect our ability to obtain coverage at reasonable rates;

ii

•

the outcome or impact of ongoing or future litigation and regulatory actions;

•

changes in labor costs;

•

our ability to maintain our reputation and relationships with government agencies, advocacy groups for individuals with developmental disabilities and their families, and the public;

•

our ability to maintain our status as a licensed service provider in certain jurisdictions;

•

our ability to attract and retain experienced personnel, especially members of our senior management team;

•

increased or more effective competition;

•

the sufficiency of our cash flows and available borrowing for our operations and debt service obligations;

•

variability in interest rates; and

•

changes in our capital structure as a result of recently completed transactions.

        We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

        Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make in this prospectus speak only as of the date of those statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical.

iii

Prospectus Summary

This summary highlights selected information included elsewhere in this prospectus. This summary is not complete and does not cover all of the information that you should consider before deciding whether to exchange your notes. You should carefully read the entire prospectus, including the "Risk factors" section and our financial statements and related notes, to fully understand the terms of the notes and other considerations that may be important to you in making a decision about whether to exchange your outstanding notes for the exchange notes.

In this prospectus, unless the context indicates or requires otherwise and except as expressly set forth in the section captioned "Description of the Exchange Notes," the terms "Company," "ResCare," "Issuer," "we," "us" and "our" refer to Res-Care, Inc. and all entities owned or controlled, directly or indirectly, by Res-Care, Inc. We use the term "notes" in this prospectus to collectively refer to the outstanding notes and the exchange notes.

Our Company

        We are a leading human services company that provides residential, therapeutic, job training and educational support to people with intellectual and developmental disabilities (ID/DD), to elderly people who need in-home care, to youths with special needs, and to adults who are experiencing barriers to employment. For each of these populations, our mission is to assist people to reach their highest level of independence. We believe that our adherence to our mission, the quality of our service and care, our focus on training and compliance, and our close, long-standing relationships with federal, state, and local agencies have helped us become one of the largest human services companies in the United States. As of December 31, 2010, we provided services to over 60,000 individuals with special needs each day in 41 states, Washington, D.C., Puerto Rico, and several locations in Europe and Canada.

Acquisition Transaction

        On September 6, 2010, an affiliate of Onex Partners III LP ("Purchaser"), entered into an agreement and plan of share exchange with ResCare, pursuant to which it agreed to acquire all shares of ResCare common stock not already owned by Onex Corporation and its affiliates, including Onex Partners LP (collectively, the "Onex Investors"), for a purchase price of $13.25 per share on the terms and conditions set forth therein.

        In accordance with the share exchange agreement, Purchaser commenced a tender offer to acquire all outstanding shares of ResCare common stock not already held by Purchaser and its affiliates (the "Public Shares") on October 7, 2010, which was consummated on November 16, 2010 (the "Stock Tender Offer"). Purchaser purchased 21,044,765 Public Shares in the Stock Tender Offer, increasing the beneficial ownership of the Onex Investors to 87.4% of the issued and outstanding shares of ResCare's common stock on an as-converted basis.

        Pursuant to the share exchange agreement, Purchaser and ResCare completed a second-step share exchange transaction (the "Share Exchange") on December 22, 2010, in which all Public Shares not acquired in the Stock Tender Offer, excluding shares held by members of our management who "rolled-over" (the "Rollover Holders") their existing equity ownership into equity of Onex Rescare Holdings Corp., an affiliate of Onex Partners III LP that now holds all of the outstanding ResCare shares, were exchanged for $13.25 per share (collectively with the Stock Tender Offer, the "Acquisition").

        The completion of the Stock Tender Offer on November 16, 2010 resulted in a new basis of accounting under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations (previously Statement of Financial Accounting Standards No. 141R). This change creates many differences between reporting for ResCare post-acquisition, as successor, and ResCare pre-acquisition, as predecessor. The accompanying financial statements and the notes to the consolidated financial statements reflect separate reporting periods. The separate reporting periods are January 1, 2010 through November 15, 2010 (predecessor) and November 16, 2010 through December 31, 2010 (successor). Periods prior to and including 2009 are related to the predecessor. The total year end 2010 results are the combined successor and predecessor results.

Our Operating Segments

        Our operating segments are organized by the populations we serve. Our Community Services division serves adults and youths with ID/DD, elderly people who need assistance with activities of daily living, and people with acquired brain injury. Our Employment Training Services division assists disadvantaged job seekers with job training and employment placement programs, and our Job Corps Training Services division assists disadvantaged youths with educational and vocational skills training and employment counseling. During 2010, we derived approximately 64% of our revenues from Medicaid, 8% of our revenues from the Department of Labor (DOL) for our Job Corps business, 23% from other government agencies including state and local workforce investment boards and Medicare, and 5% of revenues from private insurance, and individual and other payors.

Community Services

        Through our Community Services division, we are the nation's largest private provider of services for individuals with ID/DD, and we are a leading provider of in-home care services to the elderly. We also offer a variety of youth programs, including foster care and residential services, and a host of services to people with acquired brain injury, including vocational and residential placement. Our programs, administered in both residential and non-residential settings, are based predominantly on individual support plans designed to encourage greater independence and the development or maintenance of daily living skills. We help individuals achieve these goals through tailored application of our different services, including social, functional, and vocational skills training, supported employment, and emotional and psychological counseling. Our interdisciplinary Community Services team consists of our employees, such as qualified mental retardation professionals (QMRPs) and support/service coordinators, as well as professional contractors, including physicians, psychologists, therapists and social workers.

        For our individuals with ID/DD, we offer an alternative to large, state-run institutional settings by providing high quality, individually focused programs. We believe that we deliver our services at a lower cost than state-run programs because of our less expensive community-based residential settings, more flexible staffing, leverageable infrastructure, and our deep industry experience. As of December 31, 2010, our Community Services division operated more than 3,000 locations, including group homes, service sites, day programs and other facilities serving more than 19,000 individuals daily through approximately 20,000 employees in 36 states. Our group homes are typically family-style houses in residential neighborhoods where four to eight individuals with ID/DD live together, usually with full-time staffing for supervision and support. Individuals are encouraged to take responsibility for their home, health, and hygiene and to actively participate in work and community functions.

        For our elderly clients, we provide services enabling them to live safely in their homes and remain active in their communities. Our support services include assistance with activities of daily living, companionship, and certain medical therapies, among other services. We believe, based on third-party surveys and studies, that people generally prefer in-home care to other alternatives once they are no longer able to care for themselves safely in their own home. In addition, we believe that in-home care

2

is typically more cost effective than alternatives such as nursing homes or assisted living facilities due to the absence of a fixed plant and more efficient staffing.

        Revenues for our Community Services operations are derived primarily from 32 different state Medicaid programs and from management contracts with private operators who contract with state government agencies and are also reimbursed under Medicaid programs. Revenues for our in-home care business are derived from both state Medicaid programs and private payors. For the year ended December 31, 2010, our Community Services segment generated revenues of $1.2 billion, representing approximately 74% of our total revenues.

Employment Training Services

        We operate job training and placement programs that assist welfare recipients, displaced workers, and disadvantaged job seekers in finding employment and improving their career prospects. We currently provide services under more than 180 contracts in 23 states and Washington, D.C., serving approximately 10,000 people daily, or approximately one million annually. These centers are part of a nationwide system of government-funded offices that provide assistance, job preparation, and placement to any youth or adult. The services include offering information on the local labor market, vocational assessments, career counseling, referrals to occupational skills training for high-demand occupations, job search assistance, job placement, and help with job retention and career advancement. In addition to job seekers, these centers serve the business community by providing job matching, screening, referral, and other specialized services for employers. Our Employment Training Services programs are funded through performance-based and fixed-fee contracts from local and state governments. For the year ended December 31, 2010, our Employment Training Services segment generated revenues of $245 million, representing approximately 16% of our total revenues.

Job Corps Training Services

        Since 1976, we have operated programs for disadvantaged youths through the federal Job Corps program administered by the Department of Labor. The Job Corps program is designed to address the severe unemployment faced by disadvantaged youths ages 16 to 24 throughout the United States and Puerto Rico. According to the Bureau of Labor Statistics, for the twelve months ending October 2010, unemployment rates averaged 15.6% for individuals ages 20 to 24 and 26.3% for those ages 16 to 19. We believe that the unemployment rates for disadvantaged youths are even higher. Job Corps provides educational and vocational skills training, health care, employment counseling, and other support necessary to enable these youths to become responsible working adults. The typical Job Corps student is a high school dropout who reads at the seventh-grade level, comes from a disadvantaged background, has not held a regular job, and was living in an environment characterized by a troubled home life or other disruptive conditions.

        We operate fourteen Job Corps centers in six states and Puerto Rico serving approximately 4,500 individuals at any one time. Our centers are campus-style settings utilizing housing and classroom facilities owned and managed by the DOL. Our centers currently operate at approximately 102% of capacity. The Job Corps program requires students to participate in basic education classes to improve their academic skills and complete vocational training in order to improve their job prospects. Approximately 67% of the students completing our Job Corps programs have obtained jobs or continued their education elsewhere. Revenues for our Job Corps operations are derived primarily from reimbursement by the DOL. For the year ended December 31, 2010, our Job Corps Training Services division generated revenues of $120 million, representing approximately 8% of our total revenues.

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Other

        A portion of our business is dedicated to operating alternative education programs and charter schools and international job training and placement agencies. For the year ended December 31, 2010, these programs generated revenues of $38 million, representing approximately 2% of our total revenues.

Reorganization

        In August 2010, we announced a plan to reorganize our operations in order to increase efficiency and focus on organic growth. This reorganization principally involved separating our in-home care business from our Community Services division, which is primarily composed of our facility-based ID/DD business. This realignment is expected to allow us to focus on issues unique to in-home care including growing its private pay services by actively recruiting clients. The reporting periods under these new segments began as of January 1, 2011. The new reportable segments will be:

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Residential Services, which will primarily include residential services for individuals with ID/DD, pharmacy services, and related programs;

•

ResCare HomeCare, which will primarily include in-home care services to the elderly and persons with ID/DD;

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Workforce Services, which will be comprised of ResCare's domestic and international employment training and placement programs; and

•

Youth Services, which will consist of the Company's Job Corps operations, its residential youth and alternative education programs.

Industry overview

        The markets for services for special needs populations and the elderly in the United States are large and growing. The market for ID/DD services is $44 billion in size, and according to the Centers for Medicare & Medicaid Services (CMS), the market for in-home care and home health services is approximately $77 billion in size. In addition, government expenditures for employment training and job assistance programs were approximately $13 billion in fiscal 2009, including $1.7 billion for Job Corps. We believe that we are well positioned to benefit from favorable demographics and positive industry trends. We expect the industries in which we participate to experience strong growth due to the following:

        A growing number of individuals needing care from human services providers.    There are approximately 4.7 million individuals in the United States with ID/DD. Family members care for 2.8 million (60%) of these ID/DD individuals and approximately 25% of these family caregivers are parents or guardians age 60 or older. As the population ages, many of these family caregivers will no longer be capable of providing adequate support for their dependents with ID/DD, requiring their relocation to residential facilities managed by the state or human services providers. In addition, the average life expectancy of individuals with ID/DD has increased from 19 years old in the 1930s to 66 years old as of 1993, which suggests that individuals with ID/DD are increasingly likely to outlive their caregivers and require care for longer periods of time. We believe that both of these trends will continue to drive an increase in the population of individuals that require special services and support from human service providers.

        Community-based living services supported by the courts.    In June 1999, the U.S. Supreme Court, in Olmstead v. L.C., held that states must provide individuals with ID/DD the choice to be placed in community-based settings when deemed appropriate by medical professionals and placement can be reasonably completed within state budgets. This ruling intensified a movement, already under way

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nationally, to relocate persons with ID/DD from large state-operated institutions to community-based settings. Since 1970, the number of people with ID/DD in state institutions has decreased from approximately 173,000 to 38,000 and approximately 140 state-run institutions have closed or are in the process of doing so. ResCare has consistently worked with states to close large state institutions in favor of our community-based programs.

        Vocal, well organized advocacy groups.    Strong advocacy groups, often led by the parents or guardians of individuals with ID/DD along with social workers and civil rights lawyers, have organized on a national level for purposes of influencing regional and local governing bodies when ID/DD issues are addressed. These advocacy groups increase community awareness and use legislation and the courts to increase government funding and improve service levels to individuals with ID/DD, as well as increase emphasis on education and training for caregivers. These initiatives have resulted in a higher quality of life and greater independence for individuals with ID/DD. The active involvement of advocacy groups has also helped mitigate proposed cuts from state and local governments. Notable advocacy groups for ID/DD include the American Network of Community Options and Resources (ANCOR) and the Association for Retarded Citizens (ARC), among others. In addition, the elderly population has formidable advocacy groups such as the National Association for Home Care & Hospice (NAHC), the National Private Duty Association (NPDA), and the Association for the Advancement of Retired Persons (AARP), among others, to ensure support for their interests. We believe that these groups will continue to be supportive of adequate funding and service levels for in-home care.

        Favorable underlying trends for in-home care to the elderly.    We believe that several factors, including the aging population, individuals' preference to receive care in-home, and the cost effectiveness of providing care in-home relative to an institutional setting, are driving increased demand for in-home care for the elderly. Medicaid is one of the primary payors for this type of care. According to Thomson Reuters, Medicaid expenditures for home care services increased from $23.2 billion in 2002 to $37.9 billion in 2007, representing a compound annual growth rate (CAGR) of 10.3%. The U.S. Census Bureau projects the population over age 65 will increase 80% between 2010 and 2030, from 40 million to 72 million, significantly above the 22% increase projected for the entire population.

        Government outsourcing of Employment Training Services.    The Personal Responsibility and Work Opportunity Reconciliation Act of 1996 enabled private for-profit and non-profit organizations to competitively bid to manage and operate programs providing work activities and other services for welfare recipients, who are now faced with time limitations on receiving cash assistance. The consistent and bi-partisan support for these federal programs has created an opportunity for workforce services providers.

        Strong demand for Job Corps services.    The federal Job Corps program, created in 1964, provides training for approximately 100,000 students each year at 124 centers throughout the United States and Puerto Rico. Funding for the program has increased from approximately $600 million in 1984 to $1.7 billion in 2010. The U.S. Census Bureau projects that the population ages 16-24 will grow by 14% between 2010 and 2030 and estimates that 20% of the approximately 35 million people ages 16-24 in the United States currently live below the poverty level. The Job Corps program provides this population with training and job placement assistance.

Competitive strengths

        High quality of care provided by well-trained professionals.    Our mission is to help individuals reach their highest level of independence. We accomplish this mission by providing high quality care to the individuals we serve through a broad array of tailored programs and highly trained and motivated caregivers. Our Best In Class program employs customer, employee, government, and facility surveys to continually monitor our quality of care and our customer's satisfaction and to ensure adherence to our mission. Best In Class requires annual training for all employees and sets expectations to ensure that

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we are wise stewards of taxpayer dollars and provide high quality care. Because of our emphasis on quality, many of our services are recognized both locally and nationally by independent accreditation agencies.

        Leading position in special needs markets with strong referral relationships.    We are the nation's largest private provider of services to populations with special needs. As of December 31, 2010, we provided services to approximately 60,000 individuals with special needs in 41 states, Washington, D.C., Puerto Rico and certain international locations. We are also a leading provider of in-home care. We have been operating in 33 of the 41 states we serve for at least six years and have developed close, long-standing relationships with our referral base of state and local agencies, as well as with advocacy groups in the communities we serve. We believe that we have a reputation as a high quality human services provider with the infrastructure and expertise to serve our customers. We also believe that our expertise serving ID/DD individuals has enabled us to collaborate with state and local agencies as they work to comply with state and court mandates to move these individuals off waiting lists or from state institutions to group homes or other community-based settings. In addition, we are the largest operator of "one-stop" career centers in the United States and the second largest private operator of Job Corps centers. We believe that our broad service offerings, our established presence in our target markets, and our ability to deliver services locally provide us with a competitive advantage and strengthen our relationships with our referral base.

        National platform with significant recurring revenue from diversified payors.    Care for our ID/DD customers is long-term in nature. We serve a client for an average of over five years, and the average age of our clients is 43 years. Because most of our ID/DD consumers require services over their entire lives and many states have extensive waiting lists for services, average occupancy rates in our ID/DD group homes and residential facilities have been above 90% since 1996. Our Job Corps contracts are also long-term and generate predictable revenue streams, with typical terms of five years, cost-plus pricing and high program utilization rates. Although a majority of our revenue is derived from Medicaid, each of the 32 state Medicaid agencies we serve makes its own service and rate decisions. Our largest state Medicaid program accounts for 12% of total revenue. Our governmental payor mix is further diversified between the DOL, HHS, and other federal entities, and while our Employment Training Services contracts are funded by federal agencies, they are awarded and administered by a large number of states and municipalities. Our growing in-home care business has also helped us diversify our business and payor mix. This business, which in 2010 derived 28% of its revenues from non-governmental payors, has grown from $135 million of revenue in 2005 to $307 million of revenue in 2010.

        Strong and stable free cash flow.    Our stable client base and long-term contracts produce stable recurring revenue, which translates into strong free cash flow due to our efficient operational capabilities, low maintenance capital expenditure requirements, and stable levels of working capital. Our free cash flow, defined as cash flow from operations less capital expenditures, from 2006 to 2010 ranged between $19 million and $89 million and averaged approximately $54 million annually. We intend to use a portion of our free cash flow to repay debt.

        Cost-effective and scale provider of high quality services.    We believe our national scope allows us to develop and implement best practices nationwide to provide our customers with high quality care. We are also able to leverage operational economies of scale due to our size, and use our deep industry experience to provide this quality care in a cost-effective manner that is responsive to our customers, their families and state and federal payors. We also place our patients in low-cost, high quality residential settings, and use our experience to better tailor our care to the needs of our service population. For example, according to The State of the States in Developmental Disabilities, the average cost per day of one individual in a large, state-run institution is approximately $469, while the same individual in our community-based environment costs approximately $194 per day. In addition, we

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believe that our in-home care services are able to achieve a lower cost of care relative to alternative inpatient settings, such as nursing homes, due to the absence of a fixed plant and less-expensive staffing. Because our patients are generally medically stable and generally require less intensive care than is offered in inpatient settings, staffing can be achieved at a lower cost and can also be delivered on an hourly, rather than daily basis, depending on the patient's needs. According to the MetLife 2010 Market Survey of Long-Term Care Costs, nursing home care costs an average of $229 per day, relative to $21 and $19 per hour for home health and homemaker services, respectively. We believe that the lower cost settings we provide in our ID/DD and in-home care services will create growth opportunities as payors look to lower costs while maintaining quality of care.

        Proven ability to identify and integrate acquisitions.    Our recent growth is due in part to our ability to successfully identify and integrate both tuck-in and strategic acquisitions. We employ a proven, systematic and disciplined approach that includes conducting full due diligence on contracts, the reimbursement environment, quality of services, financial condition, operational managers, and regulatory compliance for a prospective acquisition. We also have a comprehensive post-acquisition process to integrate acquired entities, which includes improving facility operations, retaining staff, and incorporating the entity into our various systems. Over the last six years, ResCare has completed an average of 14 acquisitions per year representing total annual revenue of approximately $600 million.

        Experienced management team and highly committed equity sponsor.    The members of our senior management team, led by President and CEO Ralph Gronefeld, Jr., have served an average of 15 years at ResCare. We believe that our management team has the depth and breadth to successfully grow our company and execute our strategy. In addition, our equity sponsor, Onex Corporation, has considerable experience investing in healthcare and familiarity with our Company. Onex made its initial investment in ResCare in June 2004, acquired the remainder of ResCare in November and December 2010 and has been represented on our board since its initial investment.

Strategy

        Continue to be a leading provider through innovative and cost-effective services.    We believe that our care delivery model allows us to provide high quality care to individuals at a lower cost than traditional state institutions. We plan to leverage our existing client base and continue to work with state government agencies to create new services and service models to address changing market needs. For example, we offer Rest Assured, our telecare program, which allows us to monitor video and audio in a home and offer verbal assistance to adults with ID/DD and senior citizens who want an alternative to 24-hour live-in support. A third-party pilot study has shown a 45% savings using telecare relative to traditional care models due to the more efficient use of labor while maintaining high quality of care.

        Expand our disabilities services and in-home care.    We plan to expand the range of services we offer and to expand our existing services into new markets. For example, we began delivering in-home care to individuals with ID/DD and the elderly in 1997 because we believed it to be complementary to our existing service offering and scalable. We currently serve approximately 22,000 individuals through our in-home care business. We believe that the demand for these services from families caring for their dependents and through state and federal programs is growing. We are also focused on diversifying our revenue stream by pursuing higher-margin private pay clients.

        Leverage our reorganization of business lines to drive organic growth.    In August 2010, we announced our plan to reorganize our operations in order to increase efficiency and focus on organic growth. This reorganization principally involves separating our in-home care business from our Community Services division, which is primarily composed of our facility-based ID/DD business. We believe that this realignment allows us to focus on issues unique to in-home care including growing our private pay services by actively recruiting clients through a consumer-oriented marketing strategy. The operational

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realignment of these segments is substantially complete, and reporting under these new segments is expected to begin in 2011.

        Grow through opportunities in Employment Training Services and Job Corps.    We continue to explore further growth in our job training services through the pursuit of contracts for "one-stop" career centers and Job Corps centers as they come up for bid. In 2002 we operated no "one-stop" career centers, and today we are the largest private operator of these centers in the United States.

        Pursue tuck-in acquisition opportunities.    We have an actively managed pipeline of tuck-in acquisition opportunities that could be integrated into our regional clusters where we have existing infrastructure and where payor rates are attractive. We add group homes and in-home care agencies by pursuing small tuck-in acquisitions using our proven, disciplined and systematic approach to potential acquisitions. The typical target is less than $5 million of revenue in size and has facilities in a geographic area in which we operate.

Recent transactions

        We completed the following transactions, which we refer to collectively as the "Transactions," concurrently with the issuance of the outstanding notes on December 22, 2010.

Share Exchange

        Pursuant to the share exchange agreement, Purchaser and ResCare completed the second-step Share Exchange in which all Public Shares not acquired in the Stock Tender Offer, excluding shares held by Rollover Holders, were exchanged for $13.25 per share.

Equity reorganization transactions

        Following the Share Exchange and the issuance of the outstanding notes, Onex Partners LP, the other Onex Investors holding shares of ResCare's common and preferred stock prior to the commencement of the Stock Tender Offer and the Rollover Holders contributed their shares of ResCare to Onex Rescare Holdings Corp. ("New Holdco") in exchange for shares of New Holdco's nonvoting common stock. In addition, the Onex affiliates holding membership interests in Purchaser contributed their interests in such entity to New Holdco in exchange for shares of New Holdco's voting common stock. Following these contributions, Purchaser merged into ResCare, with ResCare as the surviving entity, and ResCare became a wholly owned subsidiary of New Holdco, which in turn, is owned by the Onex Investors, certain co-investors and members of our management team. See "Security ownership of certain beneficial owners and management."

Debt refinancing transactions

        Concurrent with the private offering of the outstanding notes, we entered into a $170.0 million term loan credit facility and a $275.0 million revolving credit facility, which we refer to collectively as our senior secured credit facilities or our new senior secured credit facilities. The new senior secured credit facilities replaced our previously existing senior secured credit facilities.

        The term loan credit facility provides for aggregate borrowings of $170.0 million. Concurrently with the issuance of the outstanding notes, we issued a $170.0 million senior secured note due on December 22, 2016. The revolving credit facility provides for revolving loans and letters of credit in an initial aggregate principal amount of at least $275.0 million, with a letter of credit sub-facility of up to $130.0 million. The aggregate amount available under the revolving credit facility is $275.0 million until July 2013, after which the aggregate amount available will be $240.0 million until maturity at December 2015. The senior secured credit facilities are unconditionally guaranteed by New Holdco and substantially all of our direct and indirect wholly-owned domestic subsidiaries. The repayment of these

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facilities is secured by a first priority security interest in substantially all of our assets and the assets of New Holdco, including our capital stock and the capital stock of substantially all of our subsidiaries.

        Concurrent with the private offering of the outstanding notes, we also conducted a tender offer and consent solicitation (the "2013 Notes Tender Offer") for our 7³/4% Senior Notes due 2013 (the "2013 Notes"), of which $150 million in aggregate principal amount at maturity was outstanding. The 2013 Notes that were not repurchased in the 2013 Notes Tender Offer were satisfied and discharged by delivering to the trustee amounts sufficient to pay the applicable redemption price, plus accrued and unpaid interest, up to, but not including, the date of redemption.

        The proceeds from the new senior secured credit facilities and the offering of the outstanding notes were used to:

        (1)   fund Purchaser's redemption of the $158.8 million of Purchaser's preferred membership interests held by certain of the Onex Investors on December 22, 2010 and its payment of the $0.8 million accrued preferred return on such interests through the redemption date,

        (2)   fund the Share Exchange,

        (3)   repurchase the 2013 Notes tendered in the 2013 Notes Tender Offer and redeem the 2013 Notes not tendered in the 2013 Notes Tender Offer,

        (4)   repay in full our previously existing senior secured credit facilities, and

        (5)   pay fees and expenses incurred in connection with the Transactions.

Our Sponsor

        Onex Corporation is one of North America's oldest and most successful investment firms committed to acquiring and building high-quality businesses in partnership with talented management teams. Onex manages investment platforms focused on private equity, real estate and credit securities. In total, Onex manages approximately US $14 billion, of which US $10 billion is third-party capital. As well, Onex invests its own capital directly and as a substantial limited partner in its funds. Onex made its initial investment in ResCare in June 2004, acquired the remainder of the Company in November and December 2010 and has been represented on our board since its initial investment.

Our Corporate Information

        Res-Care, Inc. is a Kentucky corporation. Our principal executive offices are located at 9901 Linn Station Road, Louisville, Kentucky 40223, and our telephone number is (502) 394-2100.

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The Exchange Offer

        On December 22, 2010, we completed the private offering of $200,000,000 aggregate principal amount of our 10.75% Senior Notes due 2019, which we refer to in this prospectus as the "outstanding notes". The term "exchange notes" refers to the 10.75% Senior Notes due 2019 as registered under the Securities Act of 1933, as amended (the "Securities Act"). References to the "notes" in this prospectus are references to both the outstanding notes and the exchange notes. This prospectus is part of a registration statement covering the exchange of the outstanding notes for the exchange notes.

        We and the guarantors entered into a registration rights agreement with the initial purchasers in the private offering of outstanding notes in which we and the guarantors agreed to deliver this prospectus to you as part of the exchange offer and agreed to use commercially reasonable best efforts to have the registration statement covering the exchange offer to be declared effective on or before December 21, 2011. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:

•

the exchange notes have been registered under the Securities Act;

•

the exchange notes are not entitled to certain registration rights which are applicable to the outstanding notes under the registration rights agreement; and

•

certain special interest rate provisions and restrictions on transfer are not applicable to the exchange notes.

The Exchange Offer	We are offering to exchange the exchange notes, which have been registered under the Securities Act, for the same aggregate principal amount of the outstanding notes, which have not been registered under the Securities Act. You may only exchange outstanding notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
Expiration Date	The exchange offer will expire at 5 p.m., New York City time, on                        , 2011, unless we extend the exchange offer. We do not currently intend to extend the expiration date.
Conditions to the Exchange Offer	The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the staff of the SEC. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange.
Resale of Exchange Notes	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are an "affiliate" within the meaning of Rule 405 under the Securities Act of ResCare or any guarantor) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•       you are acquiring the exchange notes in the ordinary course of your business; and

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	•       you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See "Plan of distribution".
	Any holder of outstanding notes who:
	•       is an affiliate of ResCare or any guarantor;
	•       does not acquire exchange notes in the ordinary course of its business; or
	•       tenders its outstanding notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;
	cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Procedures for Tendering Outstanding Notes	Each holder of outstanding notes wishing to accept the exchange offer must:
	•       complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; or
	•       arrange for DTC to transmit required information in accordance with DTC's procedures for transfer to the exchange agent in connection with a book-entry transfer.
	You must mail or otherwise deliver this documentation together with the outstanding notes to the exchange agent.

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Special Procedures for Beneficial Holders	If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct them to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your outstanding notes, either arrange to have your outstanding notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures	You must comply with the applicable procedures for tendering if you wish to tender your outstanding notes and:
	•       time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer;
	•       you cannot complete the procedure for book-entry transfer on time; or
	•       your outstanding notes are not immediately available.
Withdrawal Rights	You may withdraw your tender of outstanding notes at any time before 5 p.m., New York City time, on the expiration date.
Consequences of Failure to Exchange	If you are eligible to but do not exchange your outstanding notes for exchange notes, you will not have further exchange or registration rights and you will continue to be restricted from transferring your outstanding notes.
Certain United States Federal Income Tax Consequences	The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event for United States federal income tax purposes.
Regulatory Approvals	Other than compliance with the Securities Act and qualification of the indenture governing the notes under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), there are no federal or state regulatory requirements that must be complied with or approvals that must be obtained in connection with the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	Wells Fargo Bank, National Association, trustee under the indenture governing the notes, is serving as the exchange agent for the notes, or the Exchange Agent.

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Registration Rights Agreement You are entitled to exchange your outstanding notes for exchange notes with substantially identical terms. This exchange offer satisfies this right. Once the exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes if you were eligible to but did not exchange your outstanding notes.

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Summary of the Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the Exchange Notes" section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act and, therefore, the exchange notes will not be subject to the transfer restrictions, registration rights and special interest provisions applicable to the outstanding notes. The exchange notes represent the same debt as the outstanding notes. The same indenture governs both the outstanding notes and the exchange notes.

Issuer	Res-Care, Inc.
Notes offered	$200,000,000 aggregate principal amount of 10.75% Senior Notes due 2019.
Maturity	January 15, 2019.
Interest rate	10.75% per year (calculated using a 360-day year).
Interest payment dates	January 15 and July 15, commencing July 15, 2011.
Optional redemption	On or after January 15, 2015, we may redeem some or all of the notes at any time at the redemption prices described in the section "Description of the Exchange Notes—Optional redemption." Prior to January 15, 2015, we may redeem some or all of the notes at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date plus the "applicable premium."
	Additionally, on or prior to January 15, 2014, we may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of specified equity offerings at the redemption price specified in the section "Description of the Exchange Notes—Optional redemption."
Change of Control	If a change of control occurs, we must give holders of the notes an opportunity to sell their notes at a purchase price in cash equal to 101% of the principal amount of such notes plus accrued and unpaid interest to the date of purchase.
Guarantees	The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our existing and future wholly owned domestic subsidiaries that guarantee our obligations under our new senior secured credit facilities, subject to certain exceptions.
Ranking	The notes and the guarantees thereof will constitute our and our guarantors' senior unsecured obligation and will:
	•       rank equal in right of payment to all of our and our guarantors' existing and future senior indebtedness;

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	•       be effectively junior in right of payment to all of our and our guarantors' secured indebtedness to the extent of the value of the collateral securing such indebtedness, including the borrowings under our senior secured credit facilities;
	•       rank senior in right of payment to all of our and our guarantors' future subordinated indebtedness; and
	•       be structurally subordinated to all of the existing and future indebtedness and other obligations, including trade payables, of each of our and our guarantors' subsidiaries that is not a guarantor of the notes.
Restrictive Covenants	The indenture governing the notes will contain covenants that, among other things, will limit our ability and the ability of our restricted subsidiaries to:
	•       incur or guarantee additional indebtedness;
	•       pay distributions or dividends and repurchase our stock and make other restricted payments, including without limitation, certain restricted investments;
	•       create or incur liens;
	•       enter into agreements that restrict dividends from subsidiaries;
	•       sell or otherwise dispose of assets, including capital stock of restricted subsidiaries;
	•       engage in transactions with affiliates; and
	•       enter into mergers, consolidations or sales of substantially all of our assets.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Risk Factors	Investing in the notes involves substantial risks. See "Risk Factors" immediately following this summary for a discussion of certain risks relating to the exchange offer, our business, our indebtedness, and an investment in the notes.

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Risk Factors

An investment in the notes involves substantial risks. You should carefully consider the following factors in addition to the other information set forth in this prospectus before you decide to tender outstanding notes in the exchange offer. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not presently know about or that we currently believe are immaterial may also adversely impact our business operations. If any of the following risks actually occur, our business, results of operations, cash flows and financial condition and our ability to make payments on the notes would likely suffer.

Risks related to the exchange offer

If you choose not to exchange your outstanding notes, the present transfer restrictions will remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to "Prospectus Summary—The Exchange Offer" and "The Exchange Offer" sections of this prospectus for information about how to tender your outstanding notes.

        The tender of outstanding notes under the exchange offer will reduce the outstanding principal amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to a reduction in liquidity.

Certain persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

        Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under "Plan of Distribution", certain holders of exchange notes will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer the exchange notes. If such a holder transfers any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities Act, such a holder may incur liability under the Securities Act. We do not and will not assume, or indemnify such a holder against, this liability.

Because there is no public market for the exchange notes, you may not be able to resell them.

        The exchange notes will be registered under the Securities Act but will constitute a new issue of securities with no established trading market, and there can be no assurance as to the liquidity of any trading market that may develop, the ability of holders to sell their exchange notes or the price at which the holders will be able to sell their exchange notes.

        We understand that certain of the initial purchasers of the outstanding notes presently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market-making activity with respect to the exchange notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the

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Exchange Act and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active market will exist for the exchange notes or that any trading market that does develop will be liquid.

Risks related to the notes and our indebtedness

Our substantial debt could adversely affect our financial condition and our ability to operate our business and could prevent us from fulfilling our obligations under the notes.

        We have a substantial amount of debt, which requires significant interest and principal payments. As of December 31, 2010, we have $406.6 million of indebtedness outstanding (excluding approximately $67.6 million of issued but undrawn letters of credit and approximately $207.4 million of borrowings available to us under our revolving credit facility).

        Our substantial level of indebtedness could have important consequences to the holders of the notes, including the following:

•

making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;

•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, strategic acquisitions or other general corporate requirements;

•

requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of to other purposes;

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increasing our vulnerability to general adverse economic and industry conditions;

•

limiting our financial flexibility in planning for and reacting to changes in the industry in which we compete;

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placing us at a disadvantage compared to other, less leveraged competitors;

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having a material adverse effect on us if we fail to comply with the covenants in the indenture governing the notes or in the instruments governing our other debt; and

•

increasing our cost of borrowing.

        The revolving senior credit facility component of our senior secured credit facilities is expected to be a significant source of liquidity for our business and is scheduled to mature on December 22, 2015. The failure to extend or renew this facility could have a significant effect on our ability to invest sufficiently in our programs, fund day to day operations, or pursue strategic opportunities.

        Subject to the limits contained in the indenture governing the notes and our other debt instruments, we may be able to incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we incur additional debt, the risks related to our high level of debt could intensify. See "Description of Exchange Notes."

We may not be able to generate a sufficient amount of cash flow to meet our debt service obligations, including the notes.

        Our ability to pay principal and interest or to refinance our obligations with respect to the notes and our other debt, including our senior secured credit facilities, will depend on, among other things:

•

our future financial and operating performance, which will be subject to prevailing economic and political conditions and financial, competitive, business and other factors, including the availability of financing in the banking and capital markets as well as the other risks described herein, many of which are beyond our control; and

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•

the future availability of borrowings under our senior secured credit facilities, which depends on, among other things, our complying with the covenants in our senior secured credit facilities.

        We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our new senior secured credit facilities or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on the notes.

        If our cash flow and capital resources are insufficient to fund our debt service obligations, including the notes, and our other commitments, we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. If we are unable to meet our debt obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, including the notes, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. If we are required to dispose of material assets or operations, obtain additional capital or restructure our debt to meet our debt service and other obligations, we cannot provide assurance that we could effect any of these actions on a timely basis, on commercially reasonable terms or at all, or that these actions would be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt agreements may restrict us from effecting certain or any of these alternatives. Furthermore, the Onex Investors have no continuing obligation to provide us with debt or equity financing.

        If we cannot make scheduled principal and interest payments on our debt, we will be in default and, as a result:

•

our debt holders could declare all outstanding principal and interest to be due and payable; and

•

we could be forced into bankruptcy or liquidation.

The indenture governing the notes and the credit agreement governing our senior secured credit facilities impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.

        The indenture governing the notes and the credit agreement governing our senior secured credit facilities impose, and any future indebtedness of ours would likely impose, significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

•

incur or guarantee additional indebtedness;

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pay distributions or dividends and repurchase our stock and make other restricted payments, including without limitation, certain restricted investments;

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create or incur liens;

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enter into agreements that restrict dividends from subsidiaries;

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sell or otherwise dispose of assets, including capital stock of restricted subsidiaries;

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engage in transactions with affiliates; and

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enter into mergers, consolidations or sales of substantially all of our assets.

        In addition, our senior secured credit facilities require us to maintain certain financial ratios. See "Description of other indebtedness." As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. Our ability to meet those financial ratios can be affected by events beyond our control, and there can be no assurance that we will meet those ratios. An adverse

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development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative or additional financings could be obtained or, if obtained, would be on terms acceptable to us.

        As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future. A failure to comply with the covenants contained in the credit agreement governing our senior secured credit facilities or the indenture governing the notes could result in an event of default under the credit agreement governing our senior secured credit facilities or the indenture governing the notes, which, if not cured or waived, could have a material adverse effect on our business, financial condition or results of operations.

Despite our current debt levels, we and our subsidiaries may incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        We may be able to incur significant additional indebtedness, including secured indebtedness, in the future. Although the credit agreement governing our senior secured credit facilities and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness by us or our subsidiaries, these restrictions are subject to a number of significant qualifications and exceptions, and any indebtedness incurred in compliance with these restrictions could be substantial. See "Description of Other Indebtedness" and "Description of the Exchange Notes." For example, subject to certain conditions, we will have the right under our senior secured credit facilities to request up to $175.0 million of additional commitments in the form of revolver availability or term loans, although the lenders under our new senior secured credit facilities will not be under any obligation to provide any such additional commitments. If new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they face would be increased. As of December 31, 2010, we have approximately $207.4 million of borrowings available to us under our revolving senior secured credit facility, excluding outstanding letters of credit, subject to compliance with our financial and other covenants under the terms of such credit facility.

The notes are unsecured and effectively subordinated to all of our secured debt.

        The notes and the related guarantees are not secured by any of our assets or the assets of our subsidiaries. The payment of our obligations under our senior secured credit facilities is secured by a security interest in substantially all of our assets and the assets of our domestic subsidiaries, including equipment, inventory and certain intangible assets and a pledge of the capital stock of all of our domestic subsidiaries. See "Description of other indebtedness." If we become insolvent or are liquidated, or if payment under our new senior secured credit facilities or any other secured debt obligation that we may have from time to time is accelerated, our secured lenders would be entitled to exercise the remedies available to a secured lender under applicable law and would have a claim on those assets before the holders of the notes. As a result, the notes are effectively subordinated to our secured debt to the extent of the value of the assets securing such debt in the event of our bankruptcy or liquidation and it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. As of December 31, 2010, we have approximately $167.0 million of secured debt outstanding under our senior secured credit facilities and approximately $207.4 million of additional borrowings available to us under our revolving credit facility.

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The notes are structurally subordinated to all indebtedness and other liabilities of our foreign subsidiaries, and to the obligations of our domestic subsidiaries that do not guarantee the notes.

        None of our existing or future foreign subsidiaries will guarantee the notes or otherwise have any obligations to make payments in respect of the notes, which are our direct, senior unsecured obligations. As a result, claims of holders of the notes are structurally subordinated to all indebtedness and other liabilities of our foreign subsidiaries, and to the obligations of any of our domestic subsidiaries that do not guarantee the notes. In the event of any bankruptcy, liquidation, dissolution or similar proceeding involving one of our non-guarantor subsidiaries, any of our rights or the rights of the holders of the notes to participate in the assets of that subsidiary would be structurally subordinated to the claims of creditors of that subsidiary (including any trade creditors, debt holders, secured creditors, taxing authorities and guarantee holders), and following payment by that subsidiary of its liabilities, the subsidiary may not have sufficient assets remaining to make payments to us as a shareholder or otherwise. In addition, if we caused a non-guarantor subsidiary to pay a dividend to enable us to make payments in respect of the notes and such a transfer were deemed a fraudulent transfer or an unlawful distribution, the holders of the notes could be required to return the payment to (or for the benefit of) the creditors of our non-guarantor subsidiaries. As of December 31, 2010, our non-guarantor subsidiaries have approximately $4.0 million of indebtedness outstanding for borrowed money which would have been structurally senior to the notes offered hereby. The non-guarantor subsidiaries represented approximately 1% of our total revenues for the year ended December 31, 2010. In addition, these non-guarantor subsidiaries represented approximately 9% of our total assets as of December 31, 2010. Our non-guarantor subsidiaries may, in the future, incur substantial additional liabilities, including indebtedness. Furthermore, we may, under certain circumstances, designate subsidiaries as unrestricted subsidiaries, and any domestic subsidiary that is designated as unrestricted will not guarantee the notes.

Our ability to meet our obligations under our indebtedness depends in part on our earnings and cash flows and those of our subsidiaries and on our ability and the ability of our subsidiaries to pay dividends or advance or repay funds to us.

        We conduct a portion of our operations through our subsidiaries, certain of which have not guaranteed the notes. Consequently, our ability to service our debt depends, in part, upon the earnings from the businesses conducted by our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts to us, whether by dividends, loans, advances or other payments. The ability of our subsidiaries to pay dividends and make other payments to us depends on their earnings, capital requirements and general financial conditions and is restricted by, among other things, applicable corporate and other laws and regulations as well as, in the future, agreements to which our subsidiaries may be a party.

We may not be able to repurchase the notes upon a change of control.

        Upon a change of control as defined in the indenture governing the notes, we will be required to make an offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest, unless we have previously given notice of our intention to exercise our right to redeem the notes or unless such obligation is suspended. We may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control offer or, if then permitted under the indenture governing the notes, to redeem the notes. A failure to make the applicable change of control offer or to pay the applicable change of control purchase price when due would result in a default under the indenture governing the notes. The occurrence of a change of control would also constitute an event of default under our senior secured credit facilities and may constitute an event of default under the terms of our future indebtedness, or, if the lenders accelerate the debt under our senior secured credit facilities or other indebtedness, under the indenture governing the notes. The

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terms of the credit agreement governing our senior secured credit facilities limit, and the terms of our future indebtedness may limit, our right to purchase or redeem the notes. If any purchase or redemption of the notes is prohibited, we may seek to obtain waivers from the required lenders under our senior secured credit facilities or holders of such other indebtedness to permit the required repurchase or redemption of the notes, but the required lenders or holders of such indebtedness have no obligation to grant, and may refuse, such a waiver. The term "change of control" that is contained in the indenture governing the notes is defined under "Description of the Exchange Notes—Change of control."

Holders of the notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased has occurred following a sale of "substantially all" of our assets.

        The definition of "change of control" in the indenture governing the notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, it may be unclear as to whether a change of control has occurred and the ability of a holder of notes to require us to repurchase its notes as a result of a sale of less than all our assets to another person may be uncertain.

Certain significant restructuring transactions may not constitute a change of control under the indenture governing the notes, in which case we would not be obligated to offer to repurchase the notes.

        Under the indenture governing the notes, upon the occurrence of a change of control, we will be required to make an offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest, unless we have previously given notice of our intention to exercise our right to redeem the notes or unless such obligation is suspended. However, the change of control provisions will not afford protection to holders of notes in the event of a highly leveraged transaction that could adversely affect the notes. For example, we could, in the future, enter into certain transactions, including acquisitions, refinancing or other recapitalizations, that would not constitute a change of control under the indenture governing the notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings, and the holders would not have the right to require us to repurchase the notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

        Various risks, uncertainties and events beyond our control could affect our ability to comply with the covenants, financial tests and ratios required by our senior secured credit facilities or any future financing agreements into which we may enter. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on our senior secured credit facilities or any future financing arrangements, or if we otherwise fail to comply with any of the covenants in such indebtedness and such failure is not waived by the required holders of such indebtedness, we would be in a default under those agreements. A default would permit lenders to cease to make further extensions of credit, accelerate the maturity of the debt under these agreements and foreclose upon any collateral securing that debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our ability to repay our senior secured credit facilities and our obligations under the notes. Furthermore, if our operating performance declines, we may in the future need to seek waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and attempt to seek waivers, we may not be able to obtain waivers from the required lenders thereunder. If this occurs, we would be in default under our senior secured credit facilities and the lenders could exercise their rights described above, and we could be forced into bankruptcy or liquidation. See "Description of other indebtedness."

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An active trading market for the notes may not develop, and the absence of an active trading market and other factors may adversely impact the price of the notes.

        There is currently no public market, and we cannot assure you that an active trading market will develop for the notes. An active or liquid trading market for the notes may not develop. To the extent that an active trading market does not develop, the liquidity and trading prices for the notes may be adversely affected. If the notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our performance and other factors. In addition, a downgrade of our credit ratings by any credit rating agencies could impact the price at which the notes trade. Our credit ratings have been and continue to be subject to regular review.

        We have no plans to list the notes on a securities exchange.

        The liquidity of, and trading market for, the notes may also be adversely affected by, among other things:

•

changes in the overall market for securities similar to the notes;

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changes in our financial performance or prospects;

•

the prospects for companies in our industry generally;

•

the number of holders of the notes;

•

the interest of securities dealers in making a market for the notes; and

•

prevailing interest rates.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuations in the price of securities that are similar to the notes. Therefore, even if a trading market for the notes develops, it may be subject to disruptions and price volatility.

An adverse rating or withdrawal of any rating of the notes may cause their trading price to fall, may increase our future borrowing costs and may reduce our access to capital.

        If a rating agency rates the notes, it may assign a rating that is lower than expected. Ratings agencies also may lower or withdraw ratings on the notes in the future. If rating agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may reduce or withdraw their ratings in the future, the trading price of the notes could significantly decline. Credit ratings are not recommendations to purchase, hold or sell the notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes. Furthermore, any future lowering or withdrawal of the ratings assigned to the notes likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount.

Fraudulent conveyance laws may permit courts to void the guarantors' guarantees of the notes in specific circumstances, which would interfere with the payment under the guarantors' guarantees.

        Federal and state statutes may allow courts, under specific circumstances described below, to void the guarantors' guarantees, of the notes. If such a voidance occurs, our noteholders might be required to return payments received from our guarantors in the event of bankruptcy or other financial difficulty of our guarantors. In a recent Florida bankruptcy case, subsidiary guarantees containing "savings clauses," a provision commonly used in loan documents to limit the amount of liability of, and liens granted by, the guarantor to be the largest amount that would leave the guarantor solvent, were found to be fraudulent conveyances and thus unenforceable and the court stated that this kind of limitation is

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ineffective. We do not know if that case will be followed; however, if it is followed, the risk that the subsidiary guarantees will be found to be fraudulent conveyances will be significantly increased. Under United States federal bankruptcy law and comparable provisions of state fraudulent conveyance laws, a guarantee could be set aside if, among other things, a subsidiary guarantor, at the time it incurred the debt evidenced by its guarantee:

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incurred the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

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received less than reasonably equivalent value or fair consideration for incurring the guarantee, and

•

was insolvent or was rendered insolvent by reason of the incurrence;

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was engaged, or about to engage, in a business or transaction for which the assets remaining with it constituted unreasonably small capital to carry on such business; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts mature.

        The tests for fraudulent conveyance, including the criteria for insolvency, will vary depending upon the law of the jurisdiction that is being applied. Generally, however, a debtor would be considered insolvent if, at the time the debtor incurred the debt, either:

•

the sum of the debtor's debts and liabilities, including contingent liabilities, was greater than the debtor's assets at fair valuation;

•

the present fair saleable value of the debtor's assets was less than the amount required to pay the probable liability on the debtor's total existing debts and liabilities, including contingent liabilities, as they became absolute and matured; or

•

it could not pay its debts as they became due.

        If a court voids any guarantee or holds it unenforceable, you will cease to be a creditor of that guarantor and will be a creditor solely of the Company and any remaining guarantors.

Risks related to our business and industry

Federal, state and local budgetary shortfalls or changes in reimbursement policies could adversely affect our revenues and profitability and collectability of receivables.

        We derive a substantial amount of our revenues from federal, state and local government agencies, including state Medicaid programs and employment training programs. Our revenues therefore depend to a large degree on the size of the governmental appropriations for the services we provide. Budgetary pressures, as well as economic, industry, political and other factors, could influence governments to significantly decrease or eliminate appropriations for these services, which could reduce our revenues materially. The majority of states have forecasted budget shortfalls as a result of the recessionary environment. Many state governments also continue to experience shortfalls in their Medicaid budgets despite cost containment efforts. The recent health reform legislation places further demands on Medicaid budgets by mandating that states expand Medicaid eligibility. Future federal or state initiatives could institute managed care programs for individuals we serve, eliminate programs or otherwise make material changes to the Medicaid program as it now exists. Future revenues may be affected by changes in rate-setting structures, methodologies or interpretations that may be proposed or are under consideration in states where we operate.

        Our ability to collect accounts receivable is also subject to developments at state payor agencies, state budget pressures, economic conditions and other factors outside our control that may cause us to

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record higher provisions for allowances for doubtful accounts or incur bad debt write-offs, both of which could have a material adverse effect on our business, financial position, results of operations and liquidity. Changes in reimbursement procedures by the states, including engaging new agents to manage the reimbursement function, may delay reimbursement payments and create backlogs. Paying aged receivables may be a lower priority for states experiencing budgetary pressures despite our meeting applicable billing requirements. This may increase the need to pursue more aggressive collection activities, including litigation, against government agencies and other payors. Events that delay or prevent our collection of accounts receivable could have a material adverse effect on our financial condition.

        Furthermore, federal, state and local government agencies generally condition their contracts with us upon a sufficient budgetary appropriation. If a government agency does not receive an appropriation sufficient to cover its contractual obligations with us, it may terminate a contract or defer or reduce our reimbursement. Previously appropriated funds could also be reduced or eliminated through subsequent legislation. The loss or reduction of reimbursement under our contracts could have a material adverse effect on our business, financial condition and operating results.

Our revenues and operating profitability depend on our reimbursement rates and timely payment.

        Our revenues and operating profitability depend on our ability to maintain our existing reimbursement levels, to obtain periodic increases in reimbursement rates to meet higher costs and demand for more services, and to receive timely payment. If we do not receive or cannot negotiate increases in reimbursement rates at approximately the same time as our costs of providing services increase, or if states are not timely in their payments to us, our revenues and profitability could be materially adversely affected.

Our inability to maintain and renew our existing contracts and to obtain additional contracts would adversely affect our revenues.

        Each of our operating segments derives a substantial amount of revenue from contracts with government agencies. They also have contracts with non-governmental entities. Our contracts are generally in effect for a specific term, and our ability to renew or retain them depends on our operating performance and reputation, as well as other factors over which we have less or no control. We have had in the past contracts that were terminated or not renewed. We may not be successful in obtaining, renewing or retaining contracts to operate Job Corps or Employment Training centers. Our Job Corps contracts are re-bid, regardless of operating performance, at least every five years and our Employment Training Services contracts are typically re-bid every 3-60 months. Government contracts of the operations we acquire may be subject to termination upon such an event, and our ability to retain them may be affected by the performance of prior operators. Changes in the market for services and contracts, including increasing competition, transition costs or costs to implement awarded contracts, could adversely affect the timing and/or viability of future development activities. Additionally, many of our contracts are subject to state or federal government procurement rules and procedures. Changes in procurement policies that may be adopted by one or more of these agencies could also adversely affect our ability to obtain and retain these contracts. These contracts may not be renewed.

Our operations may subject us to substantial litigation.

        Our management of residential, training, educational and support programs for our clients has exposed and will continue to expose us to potential claims or litigation by our clients, employees or other individuals for wrongful death, personal injury or other damages resulting from contact with our facilities, programs, personnel or other clients. Regulatory agencies have initiated and may in the future initiate administrative proceedings alleging violations of statutes and regulations arising from our

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programs and facilities and have imposed monetary penalties or other sanctions on us. We have been and in the future may be required to pay amounts of money to respond to regulatory investigations or, if we do not prevail, in damages or penalties arising from these legal proceedings. We also are subject to potential lawsuits under the False Claims Act or other federal and state whistleblower statutes designed to combat fraud and abuse in the human services industry. These lawsuits can involve significant monetary awards to private plaintiffs who successfully bring these suits as well as to the government. We are also subject to potential actions and substantial penalties under the False Claims Act brought by the Department of Justice. Finally, we are also subject to employee-related claims including wrongful discharge or discrimination, a violation of equal employment law, the Fair Labor Standards Act or state wage and hour laws, intentional tort claims and workers compensation claims. Some awards of damages or penalties may not be covered by any insurance. If our third-party insurance coverage and self-insurance reserves are not adequate to cover these claims, it could have a material adverse effect on our business, results of operations, financial condition, and ability to satisfy our obligations under our indebtedness. Even if we are successful in our defense, civil lawsuits or regulatory proceedings could also irreparably damage our reputation and have a material adverse effect on us in the future.

A recent unfavorable jury verdict could have a material adverse effect on our financial results.

        A jury returned a verdict of approximately $53.9 million in damages against us in November 2009, consisting of approximately $4.7 million in compensatory damages and $49.2 million in punitive damages, which was subsequently reduced by the trial court judge to $15.5 million, consisting of approximately $10.8 million in punitive damages and $4.7 million in compensatory damages. We, as well as the plaintiffs, are appealing. On December 15, 2010, the trial court increased the amount of the supersedeas bond from $27.2 million to $72.2 million, an amount which represented the original judgment plus interest. We appealed the bond increase, and on March 31, 2011, the Court of Appeals ruled in our favor and set the amount of the supersedeas bond at $27.2 million. We will continue to defend this matter vigorously. Although we have made provisions in our consolidated financial statements for this self-insured matter, the amount of our legal reserve is less than the amount of the damages awarded by the trial court, including accrued interest. If our appeal to obtain a new trial or to reduce the amount of the damages is unsuccessful, it would reduce our capital resources available to fund acquisitions and other operations, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We face substantial competition in attracting and retaining experienced personnel, and we may be unable to grow our business if we cannot attract and retain qualified employees.

        Our success depends to a significant degree on our ability to attract and retain highly qualified and experienced social service professionals who possess the skills and experience necessary to deliver high quality services to our clients. These employees are in great demand and are likely to remain a limited resource for the foreseeable future. Contractual requirements and client needs determine the number, education and experience levels of social service professionals we hire. Our ability to attract and retain employees with the requisite experience and skills depends on several factors including, but not limited to, our ability to offer competitive wages, benefits and professional growth opportunities. The inability to attract and retain experienced personnel could have a material adverse effect on our business.

We may not realize the anticipated benefit of any future acquisitions and we may experience difficulties in integrating these acquisitions.

        As part of our growth strategy, we intend to make selective acquisitions. Additionally, we also assess opportunities to maximize shareholder value and seek diversification through investments with other business partners. We may need additional funds to continue to take advantage of acquisition

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opportunities, and financing may not be available on acceptable terms or at all. Growing our business through acquisitions involves risks because with any acquisition there is the possibility that:

•

we may be unable to maintain and renew the contracts of the acquired business;

•

unforeseen difficulties may arise when integrating the acquired operations, including information systems and accounting controls;

•

operating efficiencies, synergies, economies of scale and cost reductions may not be achieved as expected;

•

the business we acquire may not continue to generate income at the same historical levels on which we based our acquisition decision;

•

management may be distracted from overseeing existing operations by the need to integrate the acquired business;

•

we may acquire or assume unexpected liabilities or there may be other unanticipated costs;

•

we may fail to retain and assimilate key employees of the acquired business;

•

we may finance the acquisition by additional debt and may become highly leveraged; and

•

the culture of the acquired business may not match well with our culture.

        As a result of these risks, our future acquisitions may not be successful, which may have a material adverse effect on our business, financial condition and results of operations.

Our insurance coverage and self-insurance reserves may not cover future claims.

        Workers' compensation, employee health, general/professional and auto liability insurance claims and premiums represent significant costs to us. Because we self-insure for a portion of these risks, our insurance expense is dependent on claims experience, our ability to control our claims experience, and in the case of workers' compensation and employee health, rising healthcare costs in general. Unanticipated additional insurance costs could adversely impact our results of operations and cash flows.

        As well, changes in the market for insurance may affect our ability to obtain insurance coverage at reasonable rates. Changes in our annual insurance costs and self-insured retention limits and excess coverage availability depend in large part on the insurance market. We utilize historical data to estimate our reserves for our insurance programs. Beginning on July 1, 2005, we have excess general and professional liability insurance coverages. Prior to July 1, 2005, we were fully self-insured for general and professional liability claims. If losses on asserted claims exceed the current insurance coverage and accrued reserves, our business, results of operations, financial condition and ability to meet obligations under our indebtedness could be adversely affected.

Our industry is subject to substantial government regulation and if we fail to comply with those regulations, we could suffer penalties or be required to make significant changes to our operations.

        The human services industry, including our Company, is required to comply with extensive and complex laws and regulations at each foreign country level and domestically at the federal, state and local government levels relating to, among other things:

•

licensure and certification;

•

adequacy and quality of health care services and employment services;

•

qualifications of health care and support personnel;

26

•

confidentiality, maintenance and security issues associated with medical or other personal records and claims processing;

•

relationships with referral sources;

•

operating policies and procedures;

•

addition of facilities and services; and

•

billing for services.

        Many of these laws and regulations are expansive, and we do not always have the benefit of significant regulatory or judicial interpretation of them. In the future, different interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs and operating expenses.

        If we fail to comply with applicable laws and regulations, we could be subject to various sanctions, including criminal penalties, civil penalties (including the loss of our licenses or contracts to operate one or more of our homes or facilities) and exclusion of one or more of our homes or facilities from participation in the Medicare, Medicaid and other federal and state health care programs. Similar risks would apply in each foreign country where we do business. We have had in the past some of our licenses suspended or terminated and/or one or more of our facilities excluded. If allegations of noncompliance were to arise in the future in respect of a significant subsidiary or in respect of ResCare that might jeopardize its participation in Medicare or Medicaid, an adverse outcome could have a material adverse effect on our business, results of operations or liquidity.

        Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of health care companies. These investigations relate to a wide variety of topics, including:

•

billing practices;

•

quality of care;

•

financial relationships with referral sources; and

•

medical necessity of services provided.

        Like other participants in the human services industry, we receive requests and demands for information from government agencies in connection with the regulatory or investigational authority. Such requests can include subpoenas, civil investigative demands, demand letters or search warrants for documents to assist the government in audits or investigations. In addition, under the False Claims Act, private parties have the right to bring "qui tam" whistleblower lawsuits against companies that submit false claims for payments to the government. A number of states and cities have adopted similar whistleblower and false claims provisions.

We are required to comply with laws governing the transmission, privacy and security of health information.

        The Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Health Information Technology and Clinical Health Act of 2009 (HITECH) require us to comply with standards for privacy and security of health information, including the exchange of health information within our Company and with third parties, such as payors, business associates and patients. HIPAA and HITECH also require us to comply with standards for transmission of health information in common health care transactions. HIPAA and HITECH requirements include standards for:

•

claims information, plan eligibility, payment information and the use of electronic signatures;

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•

unique identifiers for providers, employers, health plans and individuals;

•

protecting the privacy of health information;

•

maintaining the security of health information; and

•

HIPAA enforcement.

        If we fail to comply with these standards, we could be subject to criminal penalties and civil sanctions, including the significantly expanded penalties enacted under HITECH.

We are required to comply with laws governing Medicaid services.

        The Deficit Reduction Act of 2005 (DRA) requires our operations to comply with Medicaid billing requirements. The DRA also mandated changes to our compliance program. While we believe that our operations are in compliance, the added scrutiny resulting from the DRA could have a material adverse effect on our operations and financial results.

        We are subject to the Payment Error Rate Measurement (PERM) program implemented to measure improper payments in the Medicaid program and the Children's Health Insurance Program (CHIP). If PERM audits require us to repay a material amount to states as a result of payment errors, it could have a material adverse effect on our business, financial condition or results of operations.

Increases in regulatory oversight can result in higher operating costs.

        Although we believe we are operating in material compliance with established laws and regulations, state regulatory agencies often have broad powers to mandate the types and levels of services we provide to individuals without providing appropriate funding. Future increased regulatory oversight could result in higher operating costs, including labor, consulting and maintenance expenditures, and historical losses.

Media coverage critical of us or our industry may harm our results.

        Media coverage of the industry, including operators of facilities and programs for individuals with intellectual and other developmental disabilities, has, from time to time, included reports critical of the current trend toward privatization and of the operation of certain of these facilities and programs. Adverse media coverage about providers of these services in general, and us in particular, could lead to increased regulatory scrutiny in some areas, and could have a material adverse effect on our revenues and profitability by, among other things, adversely affecting our ability to obtain or retain contracts, discouraging government agencies from privatizing facilities and programs, increasing regulation and resulting compliance costs, or discouraging clients from using our services.

Our facility and program expenses fluctuate.

        Our facility and program expenses may also fluctuate from period to period, due in large part to changes in labor costs, insurance and energy costs. Labor costs are affected by a number of factors, including the availability of qualified personnel, effective management of our programs, changes in service models, state budgetary pressures, severity of weather and other natural disasters. Our annual insurance costs and self-insured retention limits can rise due to developments in the insurance market or our claims history. Significant fluctuations in our facility and program expenses may have a material adverse effect on our business, results of operations and financial condition.

Our quarterly operating results may fluctuate significantly.

        Our revenues and net income may fluctuate from quarter to quarter, in part because annual Medicaid rate adjustments may be announced by the various states at different times of the year and

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are usually retroactive to the beginning of the particular state's fiscal reporting period. Generally, future adjustments in reimbursement rates in most states will consist primarily of cost-of-living adjustments, adjustments based upon reported historical costs of operations, or other negotiated changes in rates. However, many states in which we operate are experiencing budgetary pressures and certain of these states, from time to time, have initiated service reductions, or rate freezes and/or rate reductions. Some reimbursement rate increases must be paid to our direct care staff in the form of wage pass-throughs. Additionally, some states have, from time to time, revised their rate-setting methodologies, which has resulted in rate decreases as well as rate increases.

If downsizing, privatization and consolidation in our industry do not continue, our business may not continue to grow.

        The maintenance and expansion of our operations depend on the continuation of trends toward downsizing, privatization and consolidation, and our ability to tailor our services to meet the specific needs of the populations we serve. Our success in a changing operational environment is subject to a variety of political, economic, social and legal pressures, virtually all of which are beyond our control. Such pressures include a desire of governmental agencies to reduce costs and increase levels of services; federal, state and local budgetary constraints or shortfalls; political pressure from unions opposed to privatization or for-profit service providers; and actions brought by advocacy groups and the courts to change existing service delivery systems. Material changes resulting from these trends and pressures could adversely affect the demand for and reimbursement of our services and our operating flexibility, and ultimately our revenues and profitability.

If we fail to establish and maintain appropriate relationships with officials of government agencies, we may not be able to successfully procure or retain government-sponsored contracts which could negatively impact our revenues.

        To facilitate our ability to procure or retain government-sponsored contracts, we rely in part on establishing and maintaining appropriate relationships with officials of various government agencies. These relationships enable us to maintain and renew existing contracts and obtain new contracts and referrals. These relationships also enable us to provide informal input and advice to the government agencies prior to the development of a "request for proposal" or program for privatization of social services and enhance our chances of procuring contracts with these payors. The effectiveness of our relationships may be reduced or eliminated with changes in the personnel holding various government offices or staff positions. We also may lose key personnel who have these relationships. Any failure to establish, maintain or manage relationships with government and agency personnel may hinder our ability to procure or retain government-sponsored contracts.

Events that harm our reputation with governmental agencies and advocacy groups could reduce our revenues and operating results.

        Our success in obtaining new contracts and renewals of our existing contracts depends upon maintaining our reputation as a quality service provider among governmental authorities, advocacy groups for individuals with developmental disabilities and their families, and the public. We also rely on government entities to refer clients to our facilities and programs. Negative publicity, changes in public perception, the actions of clients under our care or investigations with respect to our industry, operations or policies could increase government scrutiny, increase compliance costs, hinder our ability to obtain or retain contracts, reduce referrals, discourage privatization of facilities and programs, and discourage clients from using our services. Any of these events could have a material adverse effect on our business, results of operations, financial condition or ability to satisfy our obligations under our indebtedness.

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A loss of our status as a licensed service provider in any jurisdiction could result in the termination of existing services and our inability to market our services in that jurisdiction.

        We operate in numerous jurisdictions and are required to maintain licenses and certifications in order to conduct our operations in each of them. Each state and county has its own regulations, which can be complicated, and each of our service lines can be regulated differently within a particular jurisdiction. As a result, maintaining the necessary licenses and certifications to conduct our operations can be cumbersome. Our licenses and certifications could be suspended, revoked or terminated for a number of reasons, including: the failure by some of our facilities or employees to properly care for clients; the failure to submit proper documentation to the government agency, including documentation supporting reimbursements for costs; the failure by our programs to abide by the applicable regulations relating to the provisions of human services; or the failure of our facilities to abide by the applicable building, health and safety codes and ordinances. We have had some of our licenses or certifications suspended or terminated in the past. If we lose our status as a licensed provider of human services in any jurisdiction or any other required certification, we would be unable to market our services in that jurisdiction, and the contracts under which we provide services in that jurisdiction could be subject to termination. Moreover, such an event could constitute a violation of provisions of contracts in other jurisdictions, resulting in other contract terminations. Any of these events could have a material adverse effect on our business, results of operations, financial condition or ability to satisfy our obligations under our indebtedness.

Expenses incurred and fees earned under government contracts are subject to scrutiny.

        We derive substantially all of our revenues from federal, state and local government agencies. As a result of our participation in these government funded programs, we are often subject to governmental reviews, audits and investigations to verify our compliance with applicable laws and regulations. As a result of these reviews, audits and investigations, these government payors may be entitled to, in their discretion:

•

terminate or modify our existing contracts;

•

suspend or prevent us from receiving new contracts or extending existing contracts because of violations or suspected violations of procurement laws or regulations;

•

impose fines, penalties or other sanctions on us;

•

reduce the amount we are paid under our existing contracts;

•

require us to refund amounts we have previously been paid; and/or

•

subject us to exclusion from participation in Medicaid and other federal and state health care programs.

        In some states, we operate on cost reimbursement contracts in which revenues are recognized at the time costs are incurred and services are rendered. These contracts provide reimbursement for direct facility and program costs related to operations, allowable indirect costs for general and administrative costs, plus a predetermined management fee, normally a combination of fixed and performance-based. In these states, payors audit our historical costs on a regular basis, and if it is determined that we do not have enough costs to justify our rates, our rates may be reduced, or we may be required to retroactively return fees paid to us. We cannot be assured that our rates will be maintained, or that we will be able to keep all payments made to us until an audit of the relevant period is complete.

        Under certain employment training contracts, we are required to maintain certain performance measures and if those measures are not met, we may be subject to financial penalties. Further, certain employment training contracts require us to administer payments for childcare and transportation on

30

behalf of our participants, for which we are reimbursed by the customer. These costs are subject to governmental reviews and audits to verify our compliance with the contracts.

Our revenue growth has been related to increases in the number of individuals served in each of our operating segments.

        Our historical growth in revenues has been directly related to increases in the number of individuals served in each of our operating segments. This growth has depended largely upon development-driven activities, including the acquisitions of other businesses or facilities, the acquisition of management contract rights to operate facilities, the awarding of contracts to open new facilities, start new operations or to assume management of facilities previously operated by governmental agencies or other organizations, and the extension or renewal of contracts previously awarded to us. Our future revenues will depend primarily upon our ability to maintain, expand and renew existing service contracts and leases, and to a lesser extent upon our ability to obtain additional contracts to provide services to the special needs populations we serve, through awards in response to requests for proposals for new programs, in connection with facilities being privatized by governmental agencies, or by selected acquisitions.

We depend upon the continued services of certain members of our senior management team, without whom our business operations would be significantly disrupted.

        Our success depends, in part, on the continued contributions of our executive officers and other key employees. Our management team has significant industry experience and would be difficult to replace. If we lose or suffer an extended interruption in the service of one or more of our senior officers, it could have a material adverse effect on our financial condition and operating results. Moreover, the market for qualified individuals is highly competitive and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management or other key employees, should the need arise.

Much of our revenue is derived from state and local government and government procedures which can be complex.

        Government reimbursement, group home credentialing and client Medicaid and Medicare eligibility and service authorization procedures are often complicated and burdensome, and delays can result from, among other reasons, difficulties in timely securing documentation and coordinating necessary eligibility paperwork between agencies. These reimbursement and procedural issues occasionally cause us to have to resubmit claims several times before payment is remitted and are primarily responsible for our aged receivables. Changes in the manner in which state agencies interpret program policies and procedures, and review and audit billings and costs could have a material adverse effect on our business, results of operations, financial condition and our ability to meet obligations under our indebtedness.

If we cannot maintain effective controls and procedures that govern our billing and collections processes, such as maintenance of required documentation to support the services rendered, then our business, results of operations, financial condition and ability to satisfy our obligations under our indebtedness could be adversely affected.

        The collection of accounts receivable is a significant management challenge and requires continual focus. The limitations of some state information systems and procedures, such as the ability to obtain timely documentation or disperse funds electronically, may limit the benefits we derive from our automated billing and collection system. We must maintain effective controls and procedures for managing our billing and collection activities which includes having required documentation as necessary if we are to collect our accounts receivable on a timely basis. An inability to do so could have

31

a material adverse effect on our business, results of operations, financial condition and ability to satisfy our obligations under our indebtedness.

        Our ability to collect accounts receivable is also subject to developments at state payor agencies and other factors outside our control. Changes in reimbursement procedures by the states, including engaging new agents to manage the reimbursement function, may delay reimbursement payments and create backlogs. Paying aged receivables may have a lower priority for states experiencing budgetary pressures despite our meeting applicable billing requirements. Events that delay or prevent our collection of accounts receivable could have a material adverse effect on our results of operations and financial condition and ability to satisfy our obligations under our indebtedness.

We operate in a highly competitive industry, which can adversely affect our results.

        We compete with other for-profit companies, not-for-profit entities, and governmental agencies for contracts. Competitive factors may favor other providers, thereby reducing our success in obtaining contracts, which in turn would hinder our growth. Non-profit providers may be affiliated with advocacy groups, health organizations, or religious organizations that have substantial influence with legislators and government agencies. States may give preferences to non-profit organizations in awarding contracts. Non-profit providers also may have access to government subsidies, foundation grants, tax deductible contributions and other financial resources not available to us. Governmental agencies and non-profit providers may be subject to limits on liability that do not apply to us.

        In some markets, smaller local companies may have a better understanding of local conditions and may have more political and public influence than we do. The competitive advantages enjoyed by other providers may decrease our ability to procure contracts and limit our revenues. Increased competition may also result in pricing pressures, loss of or failure to gain market share or loss of clients or payors, any of which could harm our business.

The interests of our controlling stockholders may conflict with your interests.

        The Onex Investors own 98% of the outstanding common stock of New Holdco. Accordingly, the Onex Investors can exercise a controlling influence over our business and affairs and have the power to determine all matters submitted to a vote of our stockholders, including the election of directors and approval of significant corporate transactions such as amendments to our certificate of incorporation, mergers and the sale of all or substantially all of our assets. The Onex Investors could cause corporate actions to be taken that conflict with the interests of our other stockholders or the holders of the notes offered hereby. Onex Corporation controls the voting of the Onex Investors. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation.

        Additionally, the Onex Investors are in the business of making investments in companies and may from time to time in the future acquire controlling interests in businesses that complement or directly or indirectly compete with certain portions of our business. As a result, those acquisition opportunities may not be available to us.

We are subject to a number of risks due to our growth in international operations.

        Our international operations and acquisitions are subject to a number of risks. These risks include not only compliance with U.S. laws when operating in foreign jurisdictions, but also potential conflict between U.S. laws and the laws of foreign countries where we may do business, including, among others, data privacy, laws regarding licensing and labor council requirements. Foreign laws may impose new or different requirements, which may have a material adverse effect on our operations. In addition, we may experience difficulty integrating the management and operations of businesses we acquire internationally, and we may have difficulty attracting, retaining and motivating highly skilled and

32

qualified personnel to staff key managerial positions in our ongoing international operations. Further, our international operations are subject to a number of risks related to general economic and political conditions in foreign countries where we operate, including, among others, fluctuations in foreign currency exchange rates, cultural differences, political instability, employee work stoppages or strikes and additional expenses and risks inherent in conducting operations in geographically distant locations. If we are unable to manage these risks, it could have a material adverse effect on our business, financial condition and operating results.

Labor changes could reduce our margins and profitability and adversely affect the quality of our care.

        Our cost structure and ultimate operating profitability are directly related to our labor costs. Labor costs may be adversely affected by a variety of factors, including limited availability of qualified personnel in each geographic area, local competitive forces, the ineffective utilization of our labor force, changes in minimum wages or other direct personnel costs, strikes or work stoppages by employees represented by labor unions, and changes in client services models, such as the trends toward supported living and managed care. We may not be able to negotiate labor agreements on satisfactory terms with our existing or any future labor unions. If any of the employees covered by collective bargaining agreements were to engage in a strike, work stoppage or other slowdown, we could experience a disruption of our operations and/or higher ongoing labor costs, which could have a material adverse effect on our business, financial condition and results of operations.

If the Employee Free Choice Act is adopted, it would be easier for unions to win representation, which could increase our labor costs.

        As of December 31, 2010, only 10% of our employees were represented by a labor union. The proposed Employee Free Choice Act of 2007: H.R. 800 (EFCA) would amend the National Labor Relations Act by making it easier for workers to obtain union representation and increasing the penalties employers may incur if they engage in labor practices in violation of the National Labor Relations Act. If passed, the EFCA, or a variation of the bill, could increase future unionization activities, which may increase our labor and other costs.

The federal health care reform legislation could adversely affect our financial condition or results of operations.

        In March 2010, the U.S. Congress passed and the President signed into law the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, which represent significant changes to the current U.S. health care system. The legislation contains a large number of health-related provisions to take effect over several years, including imposing new requirements on employer-sponsored health plans which may increase the cost of providing such benefits, modifying certain payment systems, reducing Medicare reimbursement rates for home health care services we provide to our clients and a number of other provisions that could reasonably be expected to impact our business.

        Many of the provisions of the legislation do not take effect for an extended period of time. Further revisions to this legislation could result from its implementation. We are unable to predict at this time all of the ramifications the enacted laws, or subsequent changes, may have on our business. This legislation could have a material adverse effect on our financial condition or results of operations.

If the fair values of our reporting units decline, we may have to record an additional material non-cash charge to earnings from impairment of our goodwill.

        As of December 31, 2010, we had $234.9 million of goodwill. On a quarterly basis, we look for indicators of impairment that could cause a reporting unit's fair value to be lower than its carrying

33

value. The current economic and reimbursement environments and the ongoing uncertainty continue to pose challenges for our company. As discussed elsewhere in this memorandum, our revenues and profitability are being impacted by the following:

•

In the short term, the recent parliamentary election in the United Kingdom is expected to have a negative impact on our current and planned workforce contracts in that country. The newly elected government has announced its intention to replace the current welfare-to-work program with a different system by July 2011, which will require all service providers to re-bid on this business prior to that time.

•

State budgetary pressures are influencing governments to decrease or eliminate services in our Community Services Group, primarily in our Medicaid home-care business.

•

Some school districts have reduced or eliminated certain of our educational support services programs.

        In the fourth quarter of 2009, we recorded an impairment charge of $70.1 million for goodwill due primarily to declining profitability in certain reporting units as a result of deteriorating market conditions. In the third quarter of 2010, we recorded an additional estimated impairment charge of $65.6 million due to lower revenue and operating profitability expectations in certain reporting units. Step Two of the goodwill impairment test was completed in the fourth quarter of 2010. Step Two required that we determine the implied fair value of the reporting units' goodwill by allocating the reporting units' fair value determined in Step One to the fair value of the reporting units' net assets, including unrecognized intangible assets. The goodwill calculated in Step Two is then compared to the recorded goodwill, with an impairment charge recorded in the amount that the book value of goodwill exceeds the implied fair value of goodwill calculated in this step. As such, we recorded an additional impairment charge of $197.6 million related to goodwill in the fourth quarter of 2010.

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Use of Proceeds

        We will not receive any proceeds from the exchange offer. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes and the surrender of the outstanding notes will not result in any change in our capitalization.

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Capitalization

        The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2010. You should read this table in conjunction with the information contained in "Use of Proceeds", "Selected Historical Consolidated Financial Data and Ratio of Earnings to Fixed Charges" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included in this prospectus.

		As of December 31, 2010
		(In thousands)
Cash and equivalents		$	27,552
Debt:
10.75% senior notes due 2019		$	200,000
Senior secured term loan due 2016, net of discount of $3.4 million			166,615
7.75% senior notes paid January 2011			30,535
Obligations under capital leases			523
Notes payable and other			8,929
	Total debt	$	406,602
Total shareholders' equity		$	242,413
	Total capitalization	$	649,015

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Selected Historical Consolidated Financial Data and Ratio of Earnings to Fixed Charges

        The selected consolidated financial data below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and related notes.

			SUCCESSOR			PREDECESSOR
									Year Ended December 31
			Nov-16, 2010 - Dec-31, 2010			Jan-1, 2010 - Nov-15, 2010
									2009			2008			2007			2006
			(Dollars In thousands)
Income Statement Data:
Revenues(1)			$	196,886		$	1,385,575		$	1,579,155		$	1,543,583		$	1,433,298		$	1,302,118
Operating income(1)				13,491			(210,573	)(2)		3,142	(3)		76,820	(4)		87,164			83,695
Net income (loss)
	Income (loss) from continuing operations, net of tax			6,183			(176,349	)		(10,292	)		36,899			44,233			42,009
	Loss from discontinued operations, net of tax			—			—			—			(339	)		(342	)		(5,313	)
		Net income (loss)—including noncontrolling interests		6,183			(176,349	)		(10,292	)		36,560			43,891			36,696
		Net loss—noncontrolling interests		(18	)		(172	)		(855	)		—			—			—
		Net income (loss)—Res-Care, Inc.	$	6,201		$	(176,177	)	$	(9,437	)	$	36,560		$	43,891		$	36,696
Other Financial Data:
Depreciation and amortization			$	2,315		$	22,448		$	26,161		$	22,943		$	19,789		$	17,134
Share-based compensation expense				—			6,201	(7)		4,259			4,846			6,621			2,747
Facility rent(1)(5)				8,399			57,385			61,878			58,686			53,435			47,872
Selected Historical Ratios:
Percentage of total debt to total capitalization				57.7	%		—			31.5	%		37.1	%		35.5	%		37.4	%
Ratio of earnings to fixed charges(6)				3.2x			(6.6	)x		0.7x			2.2x			2.6x			2.6x
Balance Sheet Data:
Working capital			$	60,958		$	N/A		$	123,628		$	135,562		$	109,547		$	109,920
Total assets				969,508			N/A			844,940			914,143			834,543			730,413
Long-term debt, including capital leases(8)				367,315			N/A			196,713			256,044			221,288			206,824
Total debt, including capital leases				406,602			N/A			199,757			258,130			224,608			211,362
Shareholders' equity(8)				242,413			N/A			432,725			436,877			406,871			351,638

(1)

Amounts for 2008, 2007 and 2006 have been restated, as appropriate, to exclude the effects of discontinued operations. During 2006, we ceased providing community services in Washington, D.C. and the state of New Mexico. The results of these operations, along with related exit costs, have been classified as discontinued operations for 2008, 2007 and 2006.

(2)

Operating income for the period ended November 15, 2010 includes a charge of $263.2 million ($196.3 million net of tax) for goodwill impairment, $12.2 million ($10.6 million net of tax) of expenses related to the Onex transaction and $1.5 million ($0.9 million net of tax) relating to a legal matter settled during the period.

(3)

Operating income for the year ended December 31, 2009 includes a charge of $6.5 million ($4.0 million net of tax) related to an increase in the Company's legal reserve and a $72.0 million ($47.1 million net of tax) charge for asset impairments.

(4)

Operating income for the year ended December 31, 2008 includes a charge of $20.3 million ($12.4 million net of tax) related to the resolution of four legal matters.

(5)

Facility rent is defined as land and building lease expense less amortization of any deferred gain on applicable lease transactions.

(6)

For the purpose of determining the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense on all indebtedness and amortization of capitalized debt issuance costs and an estimate of interest within rental expense.

(7)

Total share-based compensation includes $3.7 million ($2.3 million net of tax) of expense due to the acceleration of vesting related to the purchase of ResCare shares by Onex on November 15, 2010.

(8)

Excludes unamortized discount on the 2013 Notes.

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Management's Discussion and Analysis of
Financial Condition and Results of Operations

Overview

        This Management's Discussion and Analysis (MD&A) section is intended to help the reader understand ResCare's financial performance and condition. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes. All references in this MD&A to "ResCare", "Company", "our company", "we", "us", or "our" mean Res-Care, Inc. and, unless the context otherwise requires, its consolidated subsidiaries. The individual sections of MD&A are:

•

Our Business—a general description of our business and revenue sources.

•

Application of Critical Accounting Policies—a discussion of accounting policies that require critical judgments and estimates.

•

Results of Operations—an analysis of our consolidated results of operations for the periods presented including analysis of our operating segments.

•

Financial Condition, Liquidity and Capital Resources—an analysis of cash flows, sources and uses of cash and financial position.

•

Contractual Obligations and Commitments—a tabular presentation of our contractual obligations and commitments for future periods.

Our Business

        We receive revenues primarily from the delivery of residential, training, educational and support services to various populations with special needs. As of December 31, 2010, we had three reportable operating segments: (i) Community Services, (ii) Job Corps Training Services and (iii) Employment Training Services. Management's discussion and analysis of each segment is included below. Further information regarding our segments is included in the Notes to Consolidated Financial Statements.

        Revenues for our Community Services operations are derived primarily from state Medicaid programs, other government agencies, commercial insurance companies and from management contracts with private operators, generally not-for-profit providers, who contract with state government agencies and are also reimbursed under the Medicaid program. Our services include social, functional and vocational skills training, supported employment and emotional and psychological counseling for individuals with intellectual or other disabilities. We also provide respite, therapeutic and other services to individuals with special needs and to older people in their homes. These services are provided on an as-needed basis or hourly basis through our periodic in-home services programs that are reimbursed on a unit-of-service basis. Reimbursement varies by state and service type, and may be based on a variety of methods including flat-rate, cost-based reimbursement, per person per diem, or unit-of-service basis. Generally, rates are adjusted annually based upon historical costs experienced by us and by other service providers, or economic conditions and their impact on state budgets. At facilities and programs where we are the provider of record, we are directly reimbursed under state Medicaid programs for services we provide and such revenues are affected by occupancy levels. At most facilities and programs that we operate pursuant to management contracts, the management fee is negotiated with the provider of record. Through ResCare HomeCare, we also provide in-home services to seniors on a private pay basis. We are concentrating growth efforts in the home care private pay business to further diversify our revenue streams.

        We operate vocational training centers under the federal Job Corps program administered by the Department of Labor (DOL) through our Job Corps Training Services operations. Under Job Corps contracts, we are reimbursed for direct facility and program costs related to Job Corps center

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operations, allowable indirect costs for general and administrative costs, plus a predetermined management fee. The management fee takes the form of a fixed contractual amount plus a computed amount based on certain performance criteria. All of such amounts are reflected as revenue, and all such direct costs are reflected as facility and program costs. Final determination of amounts due under Job Corps contracts is subject to audit and review by the DOL, and renewals and extension of Job Corps contracts are based in part on performance reviews.

        We operate job training and placement programs that assist disadvantaged job seekers in finding employment and improving their career prospects through our Employment Training Services operations. These programs are administered under contracts with local and state governments. We are typically reimbursed for direct facility and program costs related to the job training centers, allowable indirect costs plus a fee for profit. The fee can take the form of a fixed contractual amount (rate or price) or be computed based on certain performance criteria. The contracts are funded by federal agencies, including the DOL and Department of Health and Human Services (DHHS).

Acquisition Transaction

        On November 16, 2010, an affiliate of Onex Partners III LP and Onex Corporation purchased 21,044,765 shares of ResCare common stock in the Stock Tender Offer, increasing the beneficial ownership of the Onex Investors from 24.9% to 87.4% of the issued and outstanding shares of ResCare's common stock on an as-converted basis. This change of control resulted in a new basis of accounting under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations (previously Statement of Financial Accounting Standards No. 141R). This change creates many differences between reporting for ResCare post-acquisition, as successor, and ResCare pre-acquisition, as predecessor. The accompanying consolidated financial statements and the notes to consolidated financial statements reflect separate reporting periods. The separate reporting periods are January 1, 2010 through November 15, 2010 (predecessor) and November 16, 2010 through December 31, 2010 (successor). Periods prior to and including 2009 are related to the predecessor. The total year end 2010 results are the combined successor and predecessor results.

Application of Critical Accounting Policies

        Our discussion and analysis of the financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts and related disclosures of commitments and contingencies. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

        We believe the following critical accounting policies involve the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements. Management has discussed the development, selection, and application of our critical accounting policies with our Audit Committee.

Valuation of Accounts Receivable

        Accounts receivable consist primarily of amounts due from Medicaid programs, other government agencies and commercial insurance companies. An estimated allowance for doubtful accounts receivable is recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectibility of accounts receivable, we consider a number of factors, including historical loss rates, age of the accounts, changes in collection patterns, the status of ongoing disputes with third-party payors, general economic conditions and the status of state budgets. Complex

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rules and regulations regarding billing and timely filing requirements in various states are also a factor in our assessment of the collectibility of accounts receivable. Actual collections of accounts receivable in subsequent periods may require changes in the estimated allowance for doubtful accounts. Changes in these estimates are charged or credited to the results of operations in the period of the change of estimate.

Insurance Losses

        We self-insure a substantial portion of our professional, general and automobile liability, workers' compensation and health benefit risks. These liabilities are necessarily based on estimates and, while we believe that the provision for loss is adequate, the ultimate liability may be more or less than the amounts recorded. Provisions for losses for workers' compensation risks are based upon actuarially determined estimates and include an amount determined from reported claims and an amount based on past experiences for losses incurred but not reported. Estimates of workers' compensation claims reserves have been discounted using a discount rate of 3% at December 31, 2010 and 2009. The liabilities are reviewed quarterly and any adjustments are reflected in earnings in the period known.

Legal Contingencies

        We are party to numerous claims and lawsuits with respect to various matters. The material legal proceedings in which ResCare is currently involved are described in the Legal proceedings on page 63 of this report and Note 15 to the Consolidated Financial Statements. We provide for costs related to contingencies when a loss is probable and the amount is reasonably determinable. We confer with outside counsel in estimating our potential liability for certain legal contingencies. While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict and we may settle legal claims or be subject to judgments for amounts that exceed our estimates.

Valuation of Long-Lived Assets

        We regularly review the carrying value of long-lived assets with respect to any events or circumstances that indicate a possible inability to recover their carrying amount. Indicators of impairment include, but are not limited to, loss of contracts, significant census declines, reductions in reimbursement levels, significant litigation and impact of economic conditions on service demands and levels. Our evaluation is based on cash flow, profitability and projections that incorporate current or projected operating results, as well as significant events or changes in the reimbursement and regulatory environment. If circumstances suggest the recorded amounts cannot be recovered, the carrying values of such assets are reduced to fair value based upon various techniques to estimate fair value.

Goodwill and Other Indefinite-Lived Intangible Assets

        With respect to businesses we have acquired, we evaluate the costs of purchased businesses in excess of net assets acquired (goodwill) for impairment annually, unless significant changes in circumstances indicate a potential impairment may have occurred sooner. We are required to test goodwill on a reporting unit basis. We use a fair value approach to test goodwill for impairment and recognize an impairment charge for the amount, if any, by which the carrying amount of goodwill exceeds its implied fair value. Fair values are established using a weighted average of comparative market multiples in the current market conditions and discounted cash flows.

        Discounted cash flow computations depend on a number of factors including estimates of future market growth and trends, forecasted revenue and costs, expected periods the assets will be utilized, appropriate discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments about the selection of

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comparable companies used in determining market multiples in valuing our reporting units, as well as certain assumptions to allocate shared assets and liabilities to calculate values for each of our reporting units.

        At December 31, 2010, we had approximately $234.9 million of goodwill and $227.4 million of other indefinite-lived intangible assets. Goodwill at December 31, 2010, reflects the excess purchase price from the Acquisition as described in Note 2 of the Consolidated Financial Statements plus goodwill recorded from acquisitions completed during successor period ended December 31, 2010. Other indefinite-lived intangible assets include licenses that are essential for ResCare to operate its businesses in various states and other jurisdictions. Goodwill and other indefinite-lived intangible assets are not amortized. As all indefinite-lived intangible assets and goodwill were recorded at fair value as of November 16, 2010, no impairments were recorded during the successor period ended December 31, 2010.

        During the third quarter of 2010 (predecessor period), we updated our current and future year forecasts. The updated revenues and profits in the forecasts were negatively impacted by various contract losses, rate and service cuts by numerous states and other factors attributed to the general economic environment. We concluded that these factors were indicators of possible impairment of goodwill, requiring an interim impairment test during the quarter. We performed the interim test on all five reporting units. As such, the Company recorded an estimated impairment charge during the third quarter of 2010 of $65.6 million. Accordingly, the net carrying values of goodwill in the Community Services, International and Schools reporting units were reduced $46.9 million, $13.8 million and $4.9 million, respectively. Step Two of the goodwill impairment test was completed for these three reporting units in the fourth quarter of 2010. Step Two required that we determine the implied fair value of the reporting units' goodwill by allocating the reporting units' fair value determined in Step One to the fair value of the reporting units' net assets, including unrecognized intangible assets. The goodwill calculated in Step Two is then compared to the recorded goodwill, with an impairment charge recorded in the amount that the book value of goodwill exceeds the implied fair value of goodwill calculated in this step. As such, we recorded an additional impairment charge of $197.6 million related to goodwill in the fourth quarter of 2010, including $199.0 million recorded in the Community Services reporting unit, $0.6 million reduction to the third quarter charge recorded in the Schools reporting unit and $0.9 million reduction to the third quarter charge recorded in the International reporting unit. In total, we recorded $263.2 million in goodwill impairment charges during the predecessor period. See Note 4 of the Consolidated Financial Statements for the details of the impairment charge. A goodwill impairment charge was recorded in December 2009 in the amount of $53.1 million related to the Employment Training Services reporting unit, $8.8 million related to the Schools reporting unit and $8.2 million related to the International reporting unit. No impairment loss was recognized for any of the reporting units as a result of the impairment tests in 2008.

Revenue Recognition

        Overview:    We recognize revenues as they are realizable and earned in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements (SAB 104). SAB 104 requires that revenue can only be recognized when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable and collectibility is reasonably assured.

        Community Services.    Revenues are derived primarily from state Medicaid programs, other government agencies, commercial insurance companies and from management contracts with private operators, generally not-for-profit providers, who contract with state agencies and are also reimbursed under the Medicaid programs. Revenues are recorded at rates established at or before the time services are rendered. Revenue is recognized in the period services are rendered. Depending upon the state's reimbursement policies and practices, management contract fees are computed on the basis of a fixed fee per individual, which may include some form of incentive payment, a percentage of operating

41

expenses (cost-plus contracts), a percentage of revenue or an overall fixed fee paid regardless of occupancy.

        Job Corps Training Services.    Revenues include amounts reimbursable under cost reimbursement contracts with the DOL for operating Job Corps centers for education and training programs. The contracts provide reimbursement for direct facility and program costs related to operations, allowable indirect costs for general and administrative costs, plus a predetermined management fee, normally a combination of fixed and performance-based. Final determination of amounts due under the contracts is subject to audit and review by the applicable government agencies. Revenue is recognized in the period associated costs are incurred and services are rendered.

        Employment Training Services.    Revenues are derived primarily through contracts with local and state governments funded by federal agencies. Revenue is generated from contracts which contain various pricing arrangements, including: (1) cost reimbursable, (2) performance-based, (3) hybrid and (4) fixed price.

        With cost reimbursable contracts, revenue consists of the direct costs associated with functions that are specific to the contract, plus an indirect cost percentage that is applied to the direct costs, plus a profit. Revenue is recognized in the period the associated costs are incurred and services are rendered.

        Under a performance-based contract, revenue is generally recognized as earned based upon the attainment of a unit performance measure times the fixed unit price for that specific performance measure. Typically, there are many different performance measures that are stipulated in the contract that must be tracked to support the billing and revenue recognition. Revenue may be recognized prior to achieving a benchmark as long as reliable measurements of progress-to-date activity can be obtained, indicating that it is probable that the benchmark will be achieved. This requires judgment in determining what is considered to be a reliable measurement.

        Revenues for hybrid contracts are generally recognized based on the specific contract language. The most common type of hybrid contract is "cost-plus," which provide for the reimbursement of direct and indirect costs with profit tied to meeting certain performance measures. Revenues for cost-plus contracts are generally recognized in the period the associated costs are incurred with an estimate made for the performance-based portion, as long as reliable measurements of progress-to-date activity can be obtained, indicating that it is probable that the benchmark will be achieved. This requires judgment in determining what is considered to be a reliable measurement.

        Revenues for fixed price contracts are generally recognized in the period services are rendered. Certain of our long-term fixed price contracts may contain performance-based measures that can increase or decrease our revenue. Revenue is deferred in cases where the fixed price is not determinable as a result of these provisions.

        Laws and regulations governing the government programs and contracts are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates could change by a material amount in the near term. For each operating segment, expenses are subject to examination by agencies administering the contracts and services. We believe that adequate provisions have been made for potential adjustments arising from such examinations. There were no material changes in the application of our revenue recognition policies during 2010.

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Results of Operations

											PREDECESSOR
		SUCCESSOR			PREDECESSOR						Year Ended December 31
								Combined Year Ended Dec-31 2010(7)
		Nov-16 - Dec-31 2010			Jan-1 - Nov-15 2010
											2009			2008
		(Dollars in thousands)
Revenues:
	Community Services	$	149,042		$	1,029,549		$	1,178,591		$	1,152,765		$	1,109,275
	Job Corps Training Services		15,293			105,106			120,399			145,821			163,944
	Employment Training Services		28,403			216,728			245,131			232,732			222,394
	Other(1)		4,148			34,192			38,340			47,837			47,970
	Consolidated	$	196,886		$	1,385,575		$	1,582,461		$	1,579,155		$	1,543,583
Operating Income (Loss):
	Community Services(2)(4)(5)	$	18,262		$	(146,550	)	$	(128,288	)	$	112,101		$	99,633
	Job Corps Training Services		1,390			7,593			8,983			10,143			11,782
	Employment Training Services(3)		2,892			13,575			16,467			(37,252	)		22,692
	Other(1)(2)(3)		(2,352	)		(20,302	)		(22,654	)		(22,683	)		1,903
	Total Operating Expenses(6)		(6,701	)		(64,889	)		(71,590	)		(59,167	)		(59,190	)
	Consolidated	$	13,491		$	(210,573	)	$	(197,082	)	$	3,142		$	76,820
Operating Margin:
	Community Services(2)(4)(5)		12.3	%		(14.2	)%		(10.9	)%		9.7	%		9.0	%
	Job Corps Training Services		9.1	%		7.2	%		7.5	%		7.0	%		7.2	%
	Employment Training Services(3)		10.2	%		6.3	%		6.7	%		(16.0	)%		10.2	%
	Other(1)(2)(3)		(56.7	)%		(59.4	)%		(59.1	)%		(47.4	)%		4.0	%
	Total Operating Expenses(6)		(3.4	)%		(4.7	)%		(4.5	)%		(3.7	)%		(3.8	)%
	Consolidated		6.9	%		(15.2	)%		(12.5	)%		0.2	%		5.0	%

(1)

Other is comprised of our international operations and schools.

(2)

Operating income and margin were negatively impacted in the predecessor period for 2010 due to a goodwill impairment charge of $263.2 million, of which $245.9 million related to Community Services and $17.3 million related to Other.

(3)

Operating income and margin were negatively impacted in 2009 due to a goodwill impairment charge of $70.1 million, of which $53.1 million related to Employment Training Services and $17.0 million related to Other.

(4)

Operating income and margin were negatively impacted in 2009 due to a $5.0 million charge related to an increase in the Company's legal reserve.

(5)

Operating income and margin were negatively impacted in 2008 due to a $20.3 million charge related to the resolution of four legal matters.

(6)

Represents corporate general and administrative expenses, as well as other operating (income) and expenses related to the corporate office. Total operating expenses for the predecessor period for 2010 includes $12.2 million of expenses related to the Onex transaction.

(7)

The combined year ended December 31, 2010 sets forth the combined successor and predecessor revenues, operating income (loss), operating expenses and operating margins for comparison purposes.

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Consolidated

        Consolidated revenues increased $3.3 million, or 0.2%, in 2010, from 2009. Consolidated revenues increased $35.6 million in 2009, compared to 2008, for an increase of 2.3%. Revenues are more fully described in the segment discussions below.

        Consolidated operating income decreased $200.2 million to an operating loss of $197.1 million in 2010 from operating income of $3.1 million in 2009. Operating margin decreased from 0.2% in 2009 to (12.5%) in 2010. The 2010 operating loss and margin decrease primarily resulted from a $263.2 million goodwill impairment charge and costs of $12.2 million associated with the Onex transaction, partially offset by 2010 acquisitions in the Community Services segment. Consolidated operating income decreased 95.9% in 2009 from 2008. Operating margin decreased from 5.0% in 2008 to 0.2% in 2009. The decreases in 2009 operating income and margin primarily resulted from a $70.1 million goodwill impairment charge, a $5.0 million charge related to an increase in the Company's legal reserve, and an increase in insurance costs of $16.6 million, partially offset by 2009 acquisitions in the Community Services segment and the $20.3 million legal charge recorded in 2008 to resolve four legal matters in the Community Services segment. Operating income is discussed further in the segment sections which follow.

        As a percentage of total revenues, total operating expenses were 4.5% in 2010, 3.7% in 2009 and 3.8% in 2008. Operating expenses increased in 2010 due to the Onex transaction costs and otherwise have remained level as a percentage of total revenue due to cost containment measures in a number of areas.

        Net interest expense increased $3.1 million in 2010, compared to 2009, due primarily to higher interest rates and higher average debt balances. Net interest expense decreased $2.6 million in 2009 compared to 2008 due primarily to lower average debt balances.

        Our effective income tax rates were 22.4%, 22.7% and 36.1% in 2010, 2009 and 2008, respectively. The 2010 and 2009 effective tax rates are lower due to operating losses in our International reporting unit, including impairment charges, for which we received minimal tax benefit. The 2008 effective tax rate benefited from increases in job credits, offset by an increase in valuation allowances associated with foreign operations.

Community Services

        Community Services revenues increased 2.2% in 2010 over 2009 due primarily to acquisition growth. In 2010, our Community Services segment acquired 12 operations with expected annual revenues of $67 million. Operating margin decreased from 9.7% in 2009 to (10.9%) in 2010 due primarily to a $245.9 million goodwill impairment charge, or approximately 20.9% of revenues.

        Community Services revenues increased 3.9% in 2009 over 2008 due primarily to acquisition growth. In 2009, our Community Services segment acquired 16 operations with annual revenues of $50.0 million. Operating margin increased from 9.0% in 2008 to 9.7% in 2009 due primarily to a $15.3 million decrease in legal costs in 2009, which resulted from the $20.3 million legal charge for the resolution of four legal matters in 2008. This decrease was partially offset by additional insurance costs of $14.1 million in 2009, which primarily resulted from unfavorable workers' compensation trends and higher health insurance enrollment.

Job Corps Training Services

        Job Corps Training Services revenues decreased from $163.9 million in 2008 to $145.8 million in 2009 and to $120.4 million in 2010, due to the loss of the Pittsburgh and Treasure Island Job Corps contracts during the second quarter of 2009 and the Phoenix Job Corps center in the first quarter of 2010, which had combined annual revenues of approximately $44.0 million, offset by the start up of the

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Pinellas contract in late 2010. Operating margins were 7.5%, 7.0% and 7.2% for 2010, 2009 and 2008, respectively.

Employment Training Services

        Employment Training Services revenues increased $12.4 million in 2010 compared to 2009, due primarily to $37 million in revenue for contracts awarded in 2010 and a $9 million increase in revenue from existing contracts, offset by $34 million in lost contracts. Operating margin increased from (16.0)% in 2009 to 6.7% in 2010 due primarily to a $53.1 million goodwill impairment charge recorded in 2009.

        Employment Training Services revenues increased $10.3 million in 2009 compared to 2008, due primarily to $13.9 million in revenue for contracts awarded at the end of 2008 and $13.9 million in additional funding through the American Recovery and Reimbursement Act (ARRA), offset by $13.2 million in lost contracts, and a $3.6 million revenue reduction from our New York contracts. Operating margin decreased from 10.2% in 2008 to (16.0%) in 2009 due primarily to a $53.1 million goodwill impairment charge recorded in 2009, increased expenses incurred in connection with our contracts in New York and Indiana and additional insurance costs of $2.2 million due to higher health insurance enrollment.

Other

        A portion of our business is dedicated to operating charter schools and international job training and placement agencies. Revenues remained consistent between 2009 and 2008, however revenues decreased 20% in 2010 due to the wind-down of contracts in Europe as well as lost contracts in our alternative education business. Operating margins decreased from (47.4%) in 2009 to (59.1%) in 2010 due primarily to the decrease in revenue. Both reporting periods were significantly impacted due to asset impairment charges of $17.3 million in 2010 and $17.0 million in 2009. Operating margins between 2009 and 2008 decreased from 4.0% to (47.4%) due to the impairment charge noted above.

Financial Condition, Liquidity and Capital Resources

        Total assets increased $124.6 million, or 15%, in 2010 over 2009. This increase was due primarily to an increase in intangible assets of $87 million as a result of purchase accounting from the Acquisition. Cash and cash equivalents were $27.6 million at December 31, 2010, compared to $20.7 million at December 31, 2009. Cash provided by operating activities for 2010 was $85.3 million compared to $104.6 million for 2009 and $46.6 million for 2008. The decrease from 2009 to 2010 was primarily due to decreased accounts receivable collections in 2010. The increase from 2008 to 2009 was primarily related to increased accounts receivable collections in 2009 and $13.5 million of payments related to legal proceedings in 2008.

        Days revenue in net accounts receivable were 49 days at December 31, 2010 and 51 days at December 31, 2009 and 2008. Net accounts receivable at December 31, 2010 was $215.9 million, compared to $211.4 million at December 31, 2009 and $231 million at December 31, 2008. The increase in net accounts receivable from 2009 to 2010 is primarily due to revenue growth and decreased collections compared to 2009. Approximately 1.2%, 4.5% and 4.8% of the total net accounts receivable balance was greater than 540 days at December 31, 2010, December 31, 2009 and December 31, 2008, respectively.

        Our capital requirements relate primarily to our plans to expand through selective acquisitions and the development of new facilities and programs, and our need for sufficient working capital for general corporate purposes. Since most of our facilities and programs are operating at or near capacity, and budgetary pressures and other forces are expected to limit increases in reimbursement rates we receive, our ability to continue to grow at the current rate depends directly on our acquisition and development

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activity. We have historically satisfied our working capital requirements, capital expenditures and scheduled debt payments from our operating cash flow and borrowing under our revolving credit facility.

        Capital expenditures were $11 million for the year ended December 31, 2010, compared to $16 million for the year ended December 31, 2009. For 2010, we invested $33 million ($29 million in cash and $4 million in seller notes) on acquisitions, all of which were in the Community Services segment. We invested $23 million ($21 million in cash and $2 million in seller notes) on acquisitions in 2009. We invested $58 million ($56 million in cash and $2 million in seller notes) on acquisitions in 2008, of which 13 of the acquisitions were completed within the Community Services segment.

        As described further below, our financing activities for 2010 included a refinancing in which our revolving credit facility was amended, adding a secured term loan. We also redeemed substantially all of the existing senior notes and issued new senior notes. In addition, the preferred membership interests of Purchaser were redeemed in connection with the Acquisition.

        Our financing activities for 2009 included net payments of $59.8 million on the revolver with payments of $0.8 million on our long-term debt. Option exercise activity resulted in $0.4 million in proceeds and $0.4 million in tax expenses.

        Our financing activities for 2008 included net borrowings of $34.5 million on the revolver with payments of $2.5 million on our long-term debt. Option exercise activity resulted in $1.6 million in proceeds and $0.9 million in tax benefits.

        On December 22, 2010, we issued $200 million of 10.75% Senior Notes due January 15, 2019 in a private placement to qualified institutional buyers under the Securities Act of 1933. The 10.75% Senior Notes, which had an issue price of 100% of the principal amount, are unsecured obligations ranking equal to existing and future debt and are subordinate to existing and future secured debt. The effective interest rate for these notes is approximately 10.75%. A portion of the proceeds was used to fund $120 million of our tendered 7.75% Senior Notes due October 2013. The 7.75% Senior Notes were originally issued on October 3, 2005 for $150 million under a private placement arrangement at an issue price of 99.261%. These securities were unsecured obligations. In addition, proceeds from the $200 million issuance of 10.75% Senior Notes were used to purchase outstanding shares of common stock tendered by our shareholders and for general corporate purposes. The 10.75% Senior Notes are jointly, severally, fully and unconditionally guaranteed by our domestic subsidiaries.

        On December 22, 2010, we also replaced our previously existing senior secured revolving credit facility, which originally had been scheduled to mature on July 28, 2013, with a new term loan credit facility and a new revolving credit facility. The aggregate amount available under the new revolving credit facility is $275 million until July 28, 2013, after which the revolving credit facility will be extended until December 22, 2015 for the extending revolving credit lenders. The aggregate amount available under the extended revolving credit facility will be $240 million. In addition, $175 million of additional borrowing capacity will be available for use to increase the revolving credit facility, or to increase other certain senior secured indebtedness, subject to certain limitations and conditions in our other debt agreements. The revolving credit facility will be used primarily for working capital purposes, letters of credit required under our insurance programs and for acquisitions. The new senior secured credit facility contains various financial covenants relating to capital expenditures and rentals, and requires us to maintain specified ratios with respect to interest coverage and leverage. The facility continues to provide for the exclusion of charges incurred in connection with the resolution of the matter described in Note 15 to our Consolidated Financial Statements, as well as any non-cash impairment charges, in the calculation of certain financial covenants. The facility is secured by a lien on all of our assets and, through secured guarantees, on substantially all of our domestic subsidiaries' assets.

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        The new term loan credit facility provides for aggregate borrowings of $170.0 million. On December 22, 2010, we issued a $170.0 million senior secured term loan (the Term Loan) due December 22, 2016. The Term Loan was used primarily to redeem the $159.6 million of Purchaser's preferred equity held by Onex Partners III LP and other Onex Investors plus accrued dividends related to its acquisition and funding of tendered ResCare shares on November 16, 2010. The Term Loan contains various financial covenants similar with respect to the revolving credit facility. The Term Loan is an amortizing obligation, with principal payments of 1% of the outstanding Term Loan balance due annually. Pricing for the Term Loan is variable, at LIBOR plus 550 basis points or at the Base Rate plus 450 basis points, at our election. LIBOR is defined as having a minimum rate of 1.75%, and the Base Rate is defined as having a minimum rate of the Fed Funds rate plus 50 basis points. The Term Loan is secured by a lien on substantially all of our assets and, through secured guarantees, on substantially all of our domestic subsidiaries' assets.

        As of December 31, 2010, we had irrevocable standby letters of credit in the principal amount of $67.6 million issued primarily in connection with our insurance programs. As of December 31, 2010, we had $207.4 million available under the amended and restated revolving credit facility, with no outstanding balance. Outstanding balances bear interest at 4.50% over the LIBOR or other bank developed rates at our option. As of December 31, 2010, the weighted average interest rate was not applicable as there were no outstanding borrowings. Letters of credit had a borrowing rate of 4.625% as of December 31, 2010. The commitment fee on the unused balance was 0.50%. The margin over LIBOR and the commitment fee is determined quarterly based on our leverage ratio, as defined by the revolving credit facility.

        We were in compliance with our debt covenants as of December 31, 2010. We believe we will continue to be in compliance with our debt covenants over the next twelve months. Our ability to achieve the thresholds provided for in the financial covenants largely depends upon the maintenance of continued profitability and/or reductions of amounts borrowed under the facility, and continued cash collections.

        Operating funding sources for 2010 were approximately 64% through Medicaid reimbursement, 8% from the DOL and 28% from other payors. We believe our sources of funds through operations and available through our credit facility will be sufficient to meet our working capital, planned capital expenditure and scheduled debt repayment requirements for the next twelve months.

        As described in the Legal proceedings on page 63 of this report, a jury returned a verdict of approximately $53.9 million in damages against us in November 2009, consisting of approximately $4.7 million in compensatory damages and $49.2 million in punitive damages. Ruling on various post trial motions, on February 19, 2010, the New Mexico trial court judge reduced the jury award to $15.5 million, consisting of approximately $10.8 million in punitive damages and $4.7 million in compensatory damages. We believe that the compensatory and punitive damages awarded by the jury are excessive and do not comply with various United States and New Mexico Supreme Court precedents, which would warrant a new trial or, in the alternative, would limit the amount of damages the jury could have awarded to a significantly lower amount. In addition, we do not believe the parent company is liable for the actions of its subsidiary or its employees. We, as well as the plaintiffs, are appealing and we will continue to defend this matter vigorously. Ruling on a motion by Plaintiff, on December 15, 2010, the trial court increased the amount of supersedeas bond from $27.2 million to $72.2 million, an amount which represented the original judgment plus interest. We filed an appeal of the bond increase, and on March 31, 2011, the Court of Appeals ruled in our favor and set the amount of the supersedeas bond at $27.2 million. Although we have made provisions in our consolidated financial statements for this self-insured matter, the amount of our legal reserve is less than the amount of the damages awarded, plus accrued interest. If our appeal to obtain a new trial or to reduce the amount of the damages is unsuccessful, it would reduce our capital resources available to fund

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acquisitions and other operations, which could have a material adverse effect on our financial condition, results of operations and cash flows.

Contractual Obligations and Commitments

        Information concerning our contractual obligations and commercial commitments follows (in thousands):

	Payments Due by Period Twelve Months Ending December 31
Contractual Obligations	Total		2011		2012 - 2013		2014 - 2015		2016 and Thereafter
Long-term Debt	$	406,079	$	39,195	$	5,098	$	3,551	$	358,235
Capital Lease Obligations		523		92		161		160		110
Operating Leases		233,321		59,262		86,114		57,226		30,719
Fixed interest payments on Long-term Debt and Capital Lease Obligations(1)		174,812		22,264		43,144		43,081		66,323
Total Contractual Obligations(2)	$	814,735	$	120,813	$	134,517	$	104,018	$	455,387

(1)

Excludes any interest payments on our variable rate debt.

(2)

This amount excludes $0.4 million of unrecognized tax benefits as we are unable to reasonably estimate the timing of these cash flows.

			Amount of Commitments Expiring per Period Twelve Months Ending December 31
Other Commercial Commitments	Total Amounts Committed		2011		2012 - 2013		2014 - 2015		2016 and Thereafter
Standby Letters-of-Credit	$	67,588	$	67,588		—		—		—
Surety Bonds	$	2,670	$	2,633	$	20	$	17	$	—

        We had no significant off-balance sheet transactions or interests in 2010.

Quantitative and Qualitative Disclosures about Market Risk

        The market risk inherent in our financial instruments and positions represents the potential loss arising from adverse changes in interest rates and foreign currency exchange rates.

Interest Rates

        While we are exposed to changes in interest rates as a result of any outstanding variable rate debt, we do not currently utilize any derivative financial instruments related to our interest rate or foreign currency exposures. Our senior secured credit facility, which has an interest rate based on margins over LIBOR or prime, tiered based upon leverage calculations, had no outstanding balance as of December 31, 2010 and an outstanding balance of $44.0 million as of December 31, 2009.

Foreign Currency Exchange Risk

        Revenues, operating expenses and other financial transactions with our international operations are denominated in their respective functional currencies. As a result, our results of operations and certain receivables and payables are subject to fluctuations in exchange rates between the local currencies and the U.S. dollar. The primary currencies to which we are exposed include the Canadian dollar, the British pound sterling and the Euro. We do not currently hedge against foreign currency rate fluctuations. Gains and losses from such fluctuations have not been material to our consolidated financial position, results of operations or cash flows. International net assets are an immaterial portion of our consolidated net assets.

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Business

Overview

        We are a leading human services company that provides residential, therapeutic, job training and educational support to people with intellectual and developmental disabilities (ID/DD), to elderly people who need in-home care, to youths with special needs, and to adults who are experiencing barriers to employment. We serve more than 60,000 people daily in 41 states, Washington, D.C., Puerto Rico, and several locations in Europe and Canada. Our programs include an array of services provided in both residential and non-residential settings for adults and youths with intellectual, cognitive or other developmental disabilities, and youths who have special educational or support needs, such as youths who are from disadvantaged backgrounds, who have severe emotional disorders, or who have entered the juvenile justice system. We also offer, personal care, meal preparation, housekeeping, transportation and some skilled nursing care to the elderly in their own homes through drop-in or live-in service. Additionally, we provide services to welfare recipients, young people and people who have been laid off or have special barriers to employment to help them transition into the workforce and become productive employees.

Segments

        As of December 31, 2010, we had four operating segments: (i) Community Services, (ii) Employment Training Services, (iii) Job Corps Training Services and (iv) Other. In August 2010, we announced a plan to reorganize our operations in order to increase efficiency and focus on organic growth. This reorganization principally involves separating our in-home care business from our Community Services division, which is primarily composed of our facility-based ID/DD business. This realignment is expected to allow us to focus on issues unique to in-home care including growing its private pay services by actively recruiting clients. The operational realignment of these segments is substantially complete and reporting under these new segments is expected to begin in 2011. The new reportable segments will be:

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ResCare Residential Services, which will primarily include residential services for individuals with ID/DD, pharmacy services, and related programs;

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ResCare HomeCare, which will primarily include in-home care services to the elderly and persons with ID/DD;

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ResCare Workforce Services, which will be comprised of ResCare's domestic and international employment training and placement programs; and

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ResCare Youth Services, which will consist of the Company's Job Corps operations, its residential youth and alternative education programs.

Community Services

        Through our Community Services division, we are the nation's largest private provider of services for individuals with cognitive or other developmental disabilities, and we are a leading provider of in-home care services to the elderly. We also offer a variety of youth programs, including foster care and residential services, and a host of services to people with acquired brain injury, including vocational and residential placement. Our programs, administered in both residential and non-residential settings, are based predominantly on individual support plans designed to encourage greater independence and the development or maintenance of daily living skills. We help individuals achieve these goals through tailored application of our different services, including social, functional, and vocational skills training, supported employment, and emotional and psychological counseling. Our interdisciplinary Community Services team consists of our employees and professional contractors, such as qualified mental

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retardation professionals (QMRPs), support/service coordinators, physicians, psychologists, therapists, social workers, and other direct support professionals.

        For our individuals with ID/DD, we offer an alternative to large, state-run institutional settings by providing high quality, individually focused programs. We believe that we deliver our services at a lower cost than state-run programs because of our less expensive community-based residential settings, more flexible staffing, leverageable infrastructure, and our deep industry experience. As of December 31, 2010, our Community Services division operated more than 3,000 locations, including group homes, service sites, day programs and other facilities serving more than 19,000 individuals daily through approximately 20,000 employees in 36 states.

        For our elderly clients, we provide services enabling them to live safely in their homes and remain active in their communities. Our support services include assistance with activities of daily living, companionship, and certain medical therapies, among other services. We believe, based on third-party surveys and studies, that people generally prefer in-home care to other alternatives once they are no longer able to care for themselves safely in their own home. In addition, we believe that in-home care is typically more cost effective than alternatives such as nursing homes or assisted living facilities due to the absence of a fixed plant and more efficient staffing.

        Our community services are provided in a variety of different environments including:

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Group homes.  Our group homes are family-style houses in the community where four to eight individuals live together, usually with full-time staffing for supervision and support. Individuals are encouraged to take responsibility for their home, health and hygiene and are encouraged to actively take part in work and community functions.

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In-home services.  These programs offer periodic and customized support to the elderly, allowing them to continue to live in their homes and remain active in their communities. Service is typically provided on an hourly basis and is coordinated in response to the individual's identified needs and may include assistance with the tasks of every day living, personal care, habilitation, housekeeping and some skilled nursing care. Our services also enable select individuals with ID/DD to receive care at home. This is often an alternative that states use to assist the caregivers of individuals with ID/DD who are on a waiting list for long-term care placement.

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Supported living.  Our supported living programs provide services tailored to the specific needs of one, two or three individuals living in a home or an apartment in the community. Individuals may need only a few hours of staff supervision or support each week or they may require services 24 hours a day.

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Large residential facilities.  We operate fifteen large residential facilities that provide around-the-clock support to ten or more individuals. In these facilities, we strive to create a home-like atmosphere that emphasizes individuality and choice.

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Vocational skills training and day programs.  These programs offer individuals with ID/DD the opportunity to become active in their communities and/or attain meaningful employment. Vocational skills training programs contract with local industries to provide short or long-term work. Day programs provide interactive and educational activities and projects for individuals to assist them in reaching their full potential.

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Rest assured.  ResCare has a partnership with the non-profit Wabash Center and Purdue University in Indiana that provides remote "telecare" services to seniors and people with ID/DD in their homes. Rest Assured monitors video and audio in a home and offers verbal assistance to adults with ID/DD and senior citizens who want an alternative to 24-hour live-in support. Telecare services promote clients' independence and are a more cost-effective method of providing care.

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Pharmacy services.  Pharmacy Alternatives, LLC (PAL) is a non-retail pharmacy providing medications and pharmaceutical supplies to ResCare operations and other service providers. PAL is one of the only pharmacies in the nation to specialize in serving persons with developmental disabilities. PAL services are currently available in eight states.

        We believe that the breadth and quality of our services and support and training programs makes us attractive to state and local governmental agencies and not-for-profit providers who may wish to contract with us. Our programs are designed to offer specialized support that is not generally available in larger state institutions and traditional long-term care facilities and include the following:

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Social skills training.  Social skills training focuses on problem solving, anger management and adaptive skills to enable individuals with disabilities to interact with others in the residential setting and in their community. We emphasize contact with the community at-large as appropriate for each individual. The desired outcome is to enable each individual to participate in home, family and community life as fully as possible. Many individuals with developmental and other disabilities require behavioral intervention services. We provide these services through psychiatrists, psychologists and behavioral specialists, most of whom serve as consultants on a contract basis. All operations utilize a non-aversive approach to behavior support which is designed to avoid consequences involving punishment or extreme restrictions on individual rights. Whenever possible, the interdisciplinary team and direct support staff employ behavior support techniques rather than medications to modify behavior, the goal being to minimize the use of medications whenever possible. When indicated, medications are administered in strict compliance with all applicable regulations.

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Functional skills training.  Functional skills training encourages mastery of personal skills and the achievement of greater independence. As needed, individual habilitation or support plans may focus on basic skills training or maintenance in such areas as personal hygiene and dressing, as well as more complex activities such as shopping and use of public transportation. Individuals are encouraged to participate in daily activities such as housekeeping and meal preparation as appropriate.

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Vocational skills training and day programs.  We provide extensive vocational training or specialized day programs for many of the individuals we support. Some individuals are able to be placed in community-based jobs, either independently or with job coaches, or may participate as a member of a work team contracted for a specific service such as cleaning, sorting or maintenance. Clients not working in the community may be served through vocational workshops or day programs appropriate for their needs. We operate such programs and also contract for these services with outside providers. Our philosophy is to enable all individuals served to perform productive work in the community or otherwise develop vocational skills based on their individual abilities. Individuals participating in specialized day programs may have physical or health restrictions which prevent them from being employed or participating in vocational programs. Specialized day programs may include further training in daily living skills, community integration or specialized recreation activities.

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Counseling and therapy programs.  Our counseling and therapy programs address the physical, emotional and behavioral challenges of individuals with developmental or other disabilities and the elderly. Goals of the programs include the development of enhanced physical agility and ambulation, acquisition and/or maintenance of adaptive skills for both personal care and work, as well as the development of coping skills and the use of alternative, responsible, and socially acceptable interpersonal behaviors. Individualized counseling programs may include group and individual therapies. Occupational and physical therapies and therapeutic recreation are provided based on the assessed needs of each individual.

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        At each of our operations, we provide comprehensive individualized support and training programs that encourage greater independence and the development of personal and vocational skills commensurate with the person's capabilities. As the individuals progress, new programs are created to encourage greater independence, self-respect and the development of additional personal, social and/or vocational skills.

        Revenues for our Community Services operations are derived primarily from 32 different state Medicaid programs and from management contracts with private operators who contract with state government agencies and are also reimbursed under Medicaid programs. Revenues for our in-home care business are derived from both state Medicaid programs and private payors. We provide respite, therapeutic and other services on an as-needed basis or hourly basis through our periodic in-home services programs that are reimbursed on a unit-of-service basis. Reimbursement methods vary by state and service type, and may be based on a variety of methods including flat-rate, cost-based reimbursement, per person per diem, or unit-of-service basis. Generally, rates are adjusted annually through state legislative actions, and are affected in large part by economic conditions and their impact on state budgets. At facilities and programs where we are the provider of record, we are directly reimbursed under state Medicaid programs for services we provide and such revenues are affected by occupancy levels. At most facilities and programs that we operate pursuant to management contracts, the management fee is negotiated with the provider of record. For the twelve months ended December 31, 2010, our Community Services segment generated revenues of $1.2 billion, representing approximately 74% of our total revenues.

Employment Training Services

        We operate job training and placement programs that assist welfare recipients, displaced workers, and disadvantaged job seekers in finding employment and improving their career prospects. We currently provide services under more than 180 contracts in 23 states and Washington, D.C., serving approximately 10,000 people daily, or approximately one million annually. These centers are part of a nationwide system of government-funded offices that provide assistance, job preparation, and placement to any youth or adult. The services include offering information on the local labor market, vocational assessments, career counseling, referrals to occupational skills training for high-demand occupations, job search assistance, job placement, and help with job retention and career advancement. In addition to job seekers, these centers serve the business community by providing job matching, screening, referral, and other specialized services for employers. Our Employment Training Services programs are funded through performance-based and fixed-fee contracts that are typically funded by federal agencies, including the DOL and Department of Health and Human Services (DHHS), and are awarded and administered by local and state governments. Under these contracts, we are typically reimbursed for direct facility and program costs related to the job training centers and allowable indirect costs, plus a fee for profit. For the twelve months ended December 31, 2010, our Employment Training Services segment generated revenues of $245 million, representing approximately 16% of our total revenues.

Job Corps Training Services

        Since 1976, we have operated programs for disadvantaged youths through the federal Job Corps program administered by the Department of Labor. The Job Corps program is designed to address the severe unemployment faced by disadvantaged youths ages 16 to 24 throughout the United States and Puerto Rico. According to the Bureau of Labor Statistics, for the twelve months ending October 2010, unemployment rates averaged 15.6% for individuals ages 20 to 24 and 26.3% for those ages 16 to 19. We believe that the unemployment rates for disadvantaged youths are even higher. Job Corps provides educational and vocational skills training, health care, employment counseling, and other support necessary to enable these youths to become responsible working adults. The typical Job Corps student is a high school dropout who reads at the seventh-grade level, comes from a disadvantaged background,

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has not held a regular job, and was living in an environment characterized by a troubled home life or other disruptive conditions.

        We operate fourteen Job Corps centers in six states and Puerto Rico serving approximately 4,500 individuals at any one time. Our centers are campus-style settings utilizing housing and classroom facilities owned and managed by the DOL. Our centers currently operate at approximately 102% of capacity. The Job Corps program requires students to participate in basic education classes to improve their academic skills and complete vocational training in order to improve their job prospects. High school equivalency classes are available to obtain General Educational Development (GED) certificates. Upon completion of the program, each student is referred to the nearest job placement agency for assistance in finding a job or enrolling in a school or training program. Approximately 67% of the students completing our Job Corps programs have obtained jobs or continued their education elsewhere. Revenues for our Job Corps operations are derived primarily from reimbursement by the DOL. Under Job Corps contracts, we are reimbursed for direct facility and program costs related to Job Corps center operations, allowable indirect costs for general and administrative costs, plus a predetermined management fee. The management fee takes the form of a fixed contractual amount plus a computed amount based on certain performance criteria. Final determination of amounts due under Job Corps contracts is subject to audit and review by the DOL, and renewals and extension of Job Corps contracts are based in part on performance reviews. For the twelve months ended December 31, 2010, our Job Corps Training Services division generated revenues of $120 million, representing approximately 8% of our total revenues.

Other

        A portion of our business is dedicated to operating alternative education programs and charter schools and international job training and placement agencies. For the twelve months ended December 31, 2010, these programs generated revenues of $38 million, representing approximately 2% of our total revenues.

Industry overview

Statistics regarding ID/DD populations and services are taken from "The State of the States in Developmental Disabilities," a 2008 report on research led by Dr. David Braddock. Dr. Braddock is also an independent director of ResCare. Unless otherwise noted, data is as of the state fiscal year ending June 30, 2006, the most recent year for which data is available.

        The markets for services for special needs populations and the elderly in the United States are large and growing. The market for ID/DD services is $44 billion in size, and according to the Centers for Medicare & Medicaid Services (CMS), the market for in- home care and home health services is approximately $77 billion in size. In addition, government expenditures for employment training and job assistance programs were approximately $13 billion in fiscal 2009, including $1.7 billion for Job Corps. We believe that we are well positioned to benefit from favorable demographics and positive industry trends. We expect the industries in which we participate to experience strong growth due to the following:

        A growing number of individuals needing care from human services providers.    There are approximately 4.7 million individuals in the United States with ID/DD. Family members care for 2.8 million (60%) of these ID/DD individuals and approximately 25% of these family caregivers are parents or guardians age 60 or older. As the population ages, many of these family caregivers will no longer be capable of providing adequate support for their dependents with ID/DD, requiring their relocation to residential facilities managed by the state or human services providers. In addition, the average life expectancy of individuals with ID/DD has increased from 19 years old in the 1930s to 66 years old as of 1993, which suggests that individuals with ID/DD are increasingly likely to outlive

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their caregivers and require care for longer periods of time. We believe that both of these trends will continue to drive an increase in the population of individuals that require special services and support from human service providers.

        Community-based living services supported by the courts.    In June 1999, the U.S. Supreme Court, in Olmstead v. L.C., held that states must provide individuals with ID/DD the choice to be placed in community-based settings when deemed appropriate by medical professionals and placement can be reasonably completed within state budgets. This ruling intensified a movement, already under way nationally, to relocate persons with ID/DD from large state-operated institutions to community-based settings. Since 1970, the number of people with ID/DD in state institutions has decreased from approximately 173,000 to 38,000 and approximately 140 state-run institutions have closed or are in the process of doing so. ResCare has consistently worked with states to close large state institutions in favor of our community-based programs.

        Vocal, well organized advocacy groups.    Strong advocacy groups, often led by the parents or guardians of individuals with ID/DD along with social workers and civil rights lawyers, have organized on a national level for purposes of influencing regional and local governing bodies when ID/DD issues are addressed. These advocacy groups increase community awareness and use legislation and the courts to increase government funding and improve service levels to individuals with ID/DD, as well as increase emphasis on education and training for caregivers. These initiatives have resulted in a higher quality of life and greater independence for individuals with ID/DD. The active involvement of advocacy groups has also helped mitigate proposed cuts from state and local governments. Notable advocacy groups for ID/DD include the American Network of Community Options and Resources (ANCOR) and the Association for Retarded Citizens (ARC), among others. In addition, the elderly population has formidable advocacy groups such as the National Association for Home Care & Hospice (NAHC), the National Private Duty Association (NPDA), and the Association for the Advancement of Retired Persons (AARP), among others, to ensure support for their interests. We believe that these groups will continue to be supportive of adequate funding and service levels for in-home care.

        Favorable underlying trends for in-home care to the elderly.    We believe that several factors, including the aging population, individuals' preference to receive care in-home, and the cost effectiveness of providing care in-home relative to an institutional setting, are driving increased demand for in-home care for the elderly. Medicaid is one of the primary payors for this type of care. According to Thomson Reuters, Medicaid expenditures for home care services increased from $23.2 billion in 2002 to $37.9 billion in 2007, representing a compound annual growth rate (CAGR) of 10.3%. The U.S. Census Bureau projects the population over age 65 will increase 80% between 2010 and 2030, from 40 million to 72 million, significantly above the 22% increase projected for the entire population.

        Government outsourcing of Employment Training Services.    The Personal Responsibility and Work Opportunity Reconciliation Act of 1996 enabled private for-profit and non-profit organizations to competitively bid to manage and operate programs providing work activities and other services for welfare recipients, who are now faced with time limitations on receiving cash assistance. The consistent and bi-partisan support for these federal programs has created an opportunity for workforce services providers.

        Strong demand for Job Corps services.    The federal Job Corps program, created in 1964, provides training for approximately 100,000 students each year at 124 centers throughout the United States and Puerto Rico. Funding for the program has increased from approximately $600 million in 1984 to $1.7 billion in 2010. The U.S. Census Bureau projects that the population ages 16-24 will grow by 14% between 2010 and 2030 and estimates that 20% of the approximately 35 million people ages 16-24 in the United States currently live below the poverty level. The Job Corps program provides this population with training and job placement assistance.

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Marketing and development

        Our marketing activities for ID/DD and in-home care focus on initiating and maintaining contacts and working relationships with state and local governments and governmental agencies responsible for the provision of the types of services offered by us, and identifying other providers who may consider a management contract arrangement or other transaction with us. Additionally, multi- channel campaigns target decision makers and other influential individuals and detail the benefits experienced from ResCare's services.

        In our pursuit of government contracts, we contact governments and governmental agencies in geographical areas in which we operate and in others in which we have identified expansion potential. Contacts are made and maintained by both regional operations personnel and corporate development personnel, and are augmented as appropriate by other senior management. We target new areas based largely on our assessment of the need for our services, the system of reimbursement, the receptivity to out-of-state and for-profit operators, expected changes in the service delivery system (i.e., privatization or downsizing), the labor climate and existing competition.

        We also seek to identify service needs or possible changes in the service delivery or reimbursement system of governmental entities that may be driven by changes in administrative philosophy, budgetary considerations, pressure or legal actions brought by advocacy groups. As needs or possible changes are identified, we attempt to work with and provide input to the responsible government personnel and to work with provider associations and consumer advocacy groups to this end. If an RFP results from this process, we then determine on what terms we will respond and participate in the competitive process. We also continue to pursue further growth in job training services by submitting proposals for contracts for "one-stop" career centers and Job Corps centers as they come up for bid.

        We have historically marketed our in-home care services primarily by creating awareness of our capabilities and cultivating relationships with referral sources, such as doctors and hospital discharge planners. With the recent creation of a marketing department and branding of ResCare HomeCare, a new consumer-oriented marketing strategy has been introduced. We have increased the application of metrics and research, implemented interactive initiatives, including website enhancements, and delivered targeted multi-channel campaigns to ensure growth in our home care services to seniors.

        We attempt to establish relationships with other providers who may be candidates for contracts or acquisition through presentations at national and local conferences, membership in national and local provider associations, and direct contact by mail, telephone, or personal visits.

        In some cases, we may be contacted directly and requested to submit proposals or become a provider in order to provide services to address specific problems. These problems may include an emergency takeover of a troubled operation or the need to make a large number of community placements within a certain time period. Before taking over these operations, which may be financially and/or operationally troubled, the operations generally must meet specific criteria. These criteria include the ability to "tuck-in" the operations into existing group home clusters, thereby substantially eliminating general and administrative expenses of the absorbed operations.

Contracts

State contracts

        Primarily in the Community Services operations, our Medicaid operations are usually formalized through provider agreements with the state. Although the contracts generally have a stated term of one year and generally may be terminated without cause on 60 days notice, the contracts are typically renewed annually if we have complied with licensing, certification, program standards and other regulatory requirements. Serious deficiencies can result in delicensure or decertification actions by these agencies. As provider of record, we contractually obligate ourselves to adhere to the applicable

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federal and state regulations regarding the provision of services, the maintenance of records and submission of claims for reimbursement under Medicaid and pertinent state Medicaid Assistance programs. Pursuant to provider agreements, we agree to accept the payment received from the government entity as payment in full for the services administered to the individuals and to provide the government entity with information regarding the owners and managers of ResCare, as well as to comply with requests and audits of information pertaining to the services rendered. Provider agreements can be terminated at any time for non-compliance with the federal, state or local regulations. Reimbursement methods vary by state and service type and can be based on flat-rate, cost-based reimbursement, per person per diem, or unit-of-service basis.

Management contracts

        Private operators, generally not-for-profit providers who contract with state agencies, typically contract us to manage the day-to-day operations of facilities or programs under management contracts. Most of these contracts are long-term (generally two to five years in duration, with several contracts having 30-year terms) and are subject to renewal or re-negotiation provided that we meet program standards and regulatory requirements. Most management contracts cover groups of two to sixteen facilities except in West Virginia, in which contracts cover individual homes. Depending upon the state's reimbursement policies and practices, management contract fees are computed on the basis of a fixed fee per individual, which may include some form of incentive payment, a percentage of operating expenses (cost-plus contracts), a percentage of revenue or an overall fixed fee paid regardless of occupancy. Our management contracts also frequently provide for working capital advances to the provider of record. Historically, our Medicaid provider contracts and management contracts have been renewed or satisfactorily renegotiated.

Employment Training Services contracts

        Although Employment Training Services contracts are usually funded through a bid process, including the DOL and HHS, they are typically awarded by states and municipalities through a competitive bid process. We are typically reimbursed for direct facility and program costs related to the job training centers, allowable indirect costs, plus a fee for profit. The fee can take the form of a fixed contract amount (rate or price) or be computed based on certain performance criteria. The contracts are funded by federal agencies, including the DOL and DHHS. The contracts vary in duration, generally from 3 to 60 months, including option years.

Job Corps contracts

        Contracts for Job Corps centers are awarded pursuant to a rigorous bid process. After successfully bidding, we operate the Job Corps centers under comprehensive contracts negotiated with the DOL. The contracts cover a five-year period, consisting of an initial two-year term with a potential of three one-year renewal terms exercisable at the option of the DOL. The contracts specify that the decision to exercise an option is based on an assessment of: (i) the performance of the center as compared to its budget; (ii) compliance with federal, state and local regulations; (iii) qualitative assessments of center life, education, outreach efforts and placement record; and (iv) the overall rating received by the center. In 25 years, we have never had the DOL decline to exercise a renewal option on one of our contracts. Shortly before the expiration of the five-year contract period (or earlier if the DOL elects not to exercise a renewal term), the contract is re-bid, regardless of the operator's performance. The current operator may participate in the re-bidding process. In situations where the DOL elects not to exercise a renewal term, however, it is unlikely that the current operator will be successful in the re-bidding process. It is our experience that high performance ratings of the current operator result in fewer competitors in the re-bidding process.

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        We operate fourteen Job Corps centers under eleven separate contracts with the DOL, which are scheduled to expire at varying times through and including 2015. We intend to selectively pursue additional centers through the Request for Proposals (RFP) process.

Competition

        Our Community Services, Job Corps Training Services and Employment Training Services segments are subject to a number of competitive factors, including range and quality of services provided, cost-effectiveness, reporting and regulatory expertise, reputation in the community, and the location and appearance of facilities and programs. The markets are highly fragmented, with no single company or entity holding a dominant market share. We compete with other for-profit companies in in-home care services, as well as not-for-profit entities and governmental agencies.

        With regard to Community Services, individual states remain a provider of ID/DD services, primarily through the operation of large institutions. Not-for-profit organizations are also active in all states and range from small agencies serving a limited area with specific programs to multi-state organizations. Many of these organizations are affiliated with advocacy and sponsoring groups such as community mental health centers and religious organizations.

        Currently, only a limited number of companies actively seek Job Corps contracts because the bidding process is highly specialized and technical and requires a significant investment of personnel and other resources over a period of several months. Approximately one-half of the privately operated centers are operated by the three largest operators. Competition for Job Corps contracts has increased as the DOL has made efforts to encourage new participants in the program, particularly small businesses, including minority-owned businesses.

        The job training and placement business is also one that other entities may enter without substantial capital investment. The industry is currently served by a small number of large for-profit service providers and many smaller providers, primarily local non-profits.

        Certain for-profit competitors operate in multiple jurisdictions. We also compete in some markets with smaller local companies that may have a better understanding of the local conditions and may be better able to gain political and public acceptance. Such competition may adversely affect our ability to obtain new contracts and complete transactions on favorable terms. We face significant competition from all of these providers in the states in which we now operate and expect to face similar competition in any state that we may enter in the future.

        Professional staff retention and development is a critical factor in the successful operation of our business. The competition for talented professional personnel, such as therapists, QMRPs and experienced workforce professionals, is intense. We typically utilize a standard professional service agreement for provision of services by certain professional personnel, which is generally terminable on 30 or 60-day notice. The demands of providing the requisite quality of service to individuals with special needs contribute to a high turnover rate of direct service staff, which may lead to increased overtime and the use of outside personnel. Consequently, a high priority is placed on recruiting, training and retaining competent and caring personnel.

Foreign operations

        We currently operate predominantly in the United States. We operate certain programs in Canada through contracts with Canadian governmental agencies to provide support services to persons with acquired brain injuries. At the end of 2007, we acquired employment service companies with operations in the United Kingdom, the Netherlands, and Germany. These companies are private providers of government-funded job training and job placement assistance. The operating results of foreign operations has not historically been significant to our consolidated results of operations.

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Regulation

        Our operations must comply with various federal, state and local statutes and regulations. Compliance with state licensing requirements is a prerequisite for participation in government-sponsored assistance programs, such as Medicaid. The following sets forth in greater detail certain regulatory considerations applicable to us:

        Funding levels.    Federal and state funding for our Community Services and Employment Training Services businesses is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and governmental funding restrictions, all of which may materially increase or decrease program reimbursement. Congress has historically attempted to curb the growth of federal funding of such programs, including limitations on payments to programs under the Medicaid and Workforce Investment Act of 1998 (WIA). Although states and localities have historically increased rates to compensate for inflationary factors, some have curtailed funding due to budget deficiencies or other reasons. In response, providers may attempt to negotiate or employ legal action in order to reach a compromise settlement. Future revenues may be affected by changes in rate structures, governmental budgets, methodologies or interpretations that may be proposed or under consideration in areas where we operate.

        Reimbursement requirements.    To qualify for reimbursement under Medicaid programs, facilities and programs are subject to various requirements of participation and other requirements imposed by federal and state authorities. These participation requirements relate to client rights, quality of services, physical facilities and administration. Long-term providers, like our Company, are subject to periodic unannounced inspection by state authorities, often under contract with the appropriate federal agency, to ensure compliance with the requirements of participation in the Medicaid or state program.

        Licensure.    In addition to Medicaid participation requirements, our facilities and programs are usually subject to annual licensing and other regulatory requirements of state and local authorities. These requirements relate to the condition of the facilities, the quality and adequacy of personnel and the quality of services. State licensing and other regulatory requirements vary by jurisdiction and are subject to change and interpretation.

        Regulatory enforcement.    From time to time, we receive notices from regulatory inspectors that, in their opinion, there are deficiencies for failure to comply with various regulatory requirements. We review such notices and take corrective action as appropriate. In most cases, we and the reviewing agency agree upon the steps to be taken to address the deficiency, and from time to time, we or one or more of our subsidiaries may enter into agreements with regulatory agencies requiring us to take certain corrective action in order to maintain licensure. Serious deficiencies, or failure to comply with any regulatory agreement, may result in the assessment of fines or penalties and/or decertification or delicensure actions by the Center for Medicare and Medicaid Services or state regulatory agencies.

        Restrictions on acquisitions and additions.    All states in which we currently operate have adopted laws or regulations which generally require that a state agency approve us as a provider and many require a determination that a need exists prior to the addition of covered individuals or services.

        Cross disqualifications and delicensure.    In certain circumstances, conviction of abusive or fraudulent behavior with respect to one facility or program may subject other facilities and programs under common control or ownership to disqualification from participation in the Medicaid program. Executive Order 12549 prohibits any corporation or facility from participating in federal contracts if it or its principals (including but not limited to officers, directors, owners and key employees) have been debarred, suspended, or declared ineligible, or have been voluntarily excluded from participating in federal contracts. The Social Security Act also prohibits a Medicaid provider from employing any individual or having any officer, director or investor that has been excluded from participation in any

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federal or state health care program. In addition, some state regulators provide that all facilities licensed with a state under common ownership or controls are subject to delicensure if any one or more of such facilities are delicensed.

        Environmental laws.    Certain federal and state laws govern the handling and disposal of medical, infectious, and hazardous waste. Failure to comply with those laws or the regulations promulgated under them could subject an entity covered by these laws to fines, criminal penalties, and other enforcement actions.

        Occupational safety and health administration (OSHA).    Federal regulations promulgated by OSHA impose additional requirements on us including those protecting employees from exposure to elements such as blood-borne pathogens. We cannot predict the frequency of compliance, monitoring, or enforcement actions to which we may be subject as those regulations are implemented, and regulations might adversely affect our operations.

Regulations affecting our business

Anti-Kickback Statute

        We are subject to the federal "Anti-Kickback Statute," enacted under the Social Security Act, which prohibits the knowing and willful solicitation, receipt, offer to pay, or payment of any remuneration, including a kickback, bribe, or rebate, in return for referring or to induce the referral of an individual for any item or service, or in return for purchasing, leasing or ordering or arranging for the purchase of any service or item, for which payment may be made under the Medicaid program or any other federal or state health care program. A violation of the Anti-Kickback Statute is a felony and may result in the imposition of criminal penalties, including imprisonment for up to five years and/or a fine of up to $25,000, as well as the imposition of civil penalties and/or exclusion from the Medicaid and other federal and state health care programs. Some states have also enacted laws similar to the federal Anti-Kickback Statute that restrict business relationships among health care service providers. Federal law requires that each state have an anti-kickback statute that applies to Medicaid. The Patient Protection and Affordable Care Act ("PPACA"), enacted in March 2010 as part of the health reform law, amended the Anti-Kickback Statute to provide that to obtain a conviction under the Anti-Kickback Statute, the government need not prove that an individual knew of the existence of the statute or had the specific intent to violate it.

Health Insurance Portability and Accountability Act of 1996

        The Social Security Act, as amended by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), provides for the mandatory exclusion of providers and related individuals from participation in the Medicaid program if the individual or entity has been convicted of a felony criminal offense related to the delivery of an item or service under the Medicaid program or relating to neglect or abuse of residents, or relating to a controlled substance. Further, individuals or entities may be, but are not required to be, excluded from the Medicaid program in circumstances including, but not limited to, the following: misdemeanor convictions relating to fraud; obstruction of an investigation, misdemeanor conviction relating to a controlled substance; license revocation or suspension; exclusion or suspension from a state or federal health care program; filing claims for excessive charges or unnecessary services or failure to furnish medically necessary services; or ownership or control by an individual who has been excluded from the Medicaid program, against whom a civil monetary penalty related to the Medicaid program has been assessed, or who has been convicted of a crime described in this paragraph.

        Federal and state criminal and civil statutes prohibit the submission of false claims. The criminal and civil provisions of the federal False Claims Act 31 U.S.C. 3729-33 (FCA) prohibit knowingly filing false claims or making false statements to receive payment or certification under Medicare and

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Medicaid, or failing to refund overpayments or improper payments. Under PPACA provisions, overpayments must be refunded by the later of 60 days after the overpayment is identified or the date the corresponding cost report is due. In addition, PPACA amendments provide that if an arrangement violates the Anti-Kickback Statute, any claim that results from that arrangement is a false claim. Violations of the criminal FCA are considered felonies punishable by up to five years imprisonment and/or $25,000 fines. Penalties for civil violations are fines ranging from $5,500 to $11,000, plus treble damages, for each claim filed. Also, the statute allows any individual to bring a suit, known as a qui tam action, alleging false or fraudulent Medicare or Medicaid claims or other violations of the statute and to potentially share in any amounts paid by the entity to the government in fines or settlement. In addition, under HIPAA, Congress enacted a criminal health care fraud statute for fraud involving a health care benefit program, which it defined to include both public and private payors. We have sought to comply with these statutes; however, we cannot assure you that these laws will ultimately be interpreted in a manner consistent with our practices or business transactions.

        The DHHS, as required by HIPAA and the Health Information Technology and Clinical Health Act of 2009 (HITECH), has promulgated standards for the exchange of electronic health information in an effort to encourage overall administrative simplification and enhance the effectiveness and efficiency of the healthcare industry.

        The DHHS, under HIPAA, has also adopted several rules mandating the use of standards with respect to certain health care transactions and protection of health information. For instance, the DHHS issued a rule establishing uniform standards for common health care transactions, including: health care claims information, plan eligibility, referral certification and authorization, claims status, plan enrollment and disenrollment, payment and remittance advice, plan premium payments, and coordination of benefits. The DHHS also promulgated standards and rules relating to the privacy and security of certain individually identifiable health information termed protected health information, with additional rules applying to protected health information in electronic form. These standards and rules not only require our compliance with rules governing the use and disclosure and security of protected health information, but they also require us to impose those rules, by contract, on any business associate to whom we disclose information. HITECH amendments to HIPAA also bring our business associates directly under the mandate of many HIPAA regulations. Sanctions for failing to comply with the HIPAA and HITECH privacy and security provisions include enhanced criminal penalties and civil sanctions against not only covered entities, but also individuals who obtain or disclose protected health information without authorization.

Deficit Reduction Act

        The Deficit Reduction Act of 2005 (DRA), which was signed into law on February 8, 2006, contains provisions aimed at reducing Medicaid fraud and abuse and directly affects healthcare providers that receive at least $5 million in annual Medicaid payments.

        The DRA also provides resources to establish the Medicaid Integrity Program (MIP). Historically, the states have been primarily responsible for addressing Medicaid fraud and abuse. With the MIP, Centers for Medicare and Medicaid Services (CMS) has become more active in detecting and preventing Medicaid fraud and abuse. Among other things, CMS engages Medicaid Integrity Contractors (MIC) to conduct audits, identify overpayments and educate providers on payment integrity. The DRA further provides incentives to states to enact their own false claims acts. As a result, a number of states, including some where we operate, have enacted such legislation. While we believe that our operations comply with Medicaid billing requirements, the added scrutiny that results from the DRA could have an adverse impact on our operations and financial results.

        The DRA also adds certain mandatory provisions to our compliance program. Specifically, we are required to implement written policies educating our employees, agents and contractors regarding

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federal and state false claims acts, whistleblower protections for plaintiffs in qui tam actions and our policies and procedures for detecting fraud and abuse. While we are in compliance, this requirement, together with the MIP, could result in an increase in frivolous investigations or suits against us.

Payment Error Rate Measurement program

        We are subject to the Payment Error Rate Measurement program (PERM). CMS implemented the PERM program to measure improper payments in the Medicaid program and the Children's Health Insurance Program (CHIP). Groups of states began participation in PERM in 2007. The list of states audited in 2009 includes states where we have significant operations. The new error rate calculations determined from PERM audits have not had a material adverse effect on our business, financial condition or results of operations but may have an adverse effect in the future.

Fraud Enforcement and Recovery Act 2009 (FERA)

        FERA increases funding for federal financial fraud enforcement and amends sections of the United States Criminal Code related to fraud against the government. FERA also expands liability under the FCA, which imposes liability on those who make false statements or claims for reimbursement to the government. FERA expands the scope of liability under the FCA to include: anyone who makes a false statement or claim to virtually any recipient of federal funds; and anyone who knowingly retains a government overpayment without regard to whether or not that entity used a false statement or claim to do so. FERA also expands the right of action for retaliation under the FCA. While we believe that our operations comply with Medicaid billing requirements, this could result in an increase in investigations or suits against us.

Health care reform

        On March 23, 2010, President Obama signed PPACA into law. On March 30, 2010, the President signed into law the Reconciliation Act of 2010, which amended certain parts of PPACA and which together with PPACA is the "Health Care Reform Law." The Congressional Budget Office estimated that the Health Reform Law will add approximately 16 million enrollees to Medicaid and CHIP, both of which are administered by the states through a combination of federal and state funding. The added cost of insuring these individuals is expected to put a strain on state budgets and could cause states to reduce funding for services that we provide, which could have an adverse impact on our operations and financial results.

        There are several provisions in the Health Reform Law that are expected to increase investigation and prosecution of health care providers and suppliers. The Health Reform Law amends existing law to provide that if a claim is submitted that results from the making of false statements or representations in the receipt of a benefit or with respect to the condition or operation of an institution, facility or entity, or in violation of the Anti-Kickback Statute, in addition to penalties under the relevant criminal statute and civil monetary penalty statute, the claim is a false claim for purposes of the FCA. PPACA amended the Anti-Kickback Statute to provide that with respect to the intent requirement the government need not prove that the person (individual or entity) had knowledge of the statute or the specific intent to violate it. The Health Reform Law also gives the OIG expanded authority to seek information from a provider or supplier of services for purposes of protecting the integrity of the Medicare and Medicaid programs. The Health Reform Law additionally permits the Secretary of DHHS in consultation with the OIG to suspend Medicare payments to a provider or supplier if there is credible allegation of fraud and prohibits payments of Medicaid funds to a state if the state fails to suspend payments while there is a pending investigation of a credible allegation of fraud, unless in each case the Secretary or the state has good cause not to suspend the payments. The Secretary of DHHS is required to promulgate regulations regarding what is a credible allegation of fraud and what is good

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cause not to suspend payments. In addition, the Health Reform Law allocates additional funds to the Department of Justice and the OIG for enforcement activities.

Federal trade commission red flag rules

        The Identity Theft Red Flag and Address Discrepancy Rules require creditors that maintain certain kinds of "covered accounts" to develop and implement a written program to detect and respond to identify theft. Any health care providers that do not require full payment at the time of services fall under the rule, although the FTC has postponed the rule's application to health care providers. Although we have sought to comply with this rule, the rule could ultimately be interpreted in a manner inconsistent with our practices or business transactions.

Workforce Investment Act

        WIA funds "labor market intermediary" services for jobseekers and employers. WIA services are delivered through One-Stop Career Centers, where clients can access a range of workforce services provided not only by WIA, but by other related social service and educational agencies, at a single location. The WIA law mandates that certain of these agencies must be present at a one-stop location, but the actual complexion of one-stops is varied. WIA also includes a locally managed program for youth facing serious barriers to employment. This program constitutes about one-third of local funding.

        WIA programs have various rules to determine the eligibility of potential service recipients. Federal WIA grants are allocated to states by a formula based on poverty levels and unemployment levels. States further allocate funds to local Workforce Investment Areas that, within broad federal guidelines, are negotiated between governors and local elected officials as to the number and size of a state's local service areas. Variances exist greatly depending on population, urban and rural mix and funding levels. There have been few changes in the number and size of local service areas in the last ten years.

        Typically, funding decisions about delivery of services within each service delivery area are made by local elected officials and Workforce Investment Boards (WIBs), which makes the WIA market highly decentralized. About one-third of the nation's 585 WIBs utilize a competitive bidding model to select third-party contractors to serve their one-stops. By statute, all WIBs must use open, competitive bidding in awarding youth contracts. In both one-stops and youth programs, we may find ourselves disadvantaged as we compete with entrenched incumbents such as the traditional non-profit agencies. During 2008, WIBs in two states took services in-house as a result of state legislative initiatives. We may find ourselves further disadvantaged if more WIA markets are no longer available for our participation. In addition, the majority of our contracts have performance pay points for successfully placing our clients in employment and assisting them to retain employment. The current economic environment has negatively impacted our ability to succeed in achieving these benchmarks and impacted our revenue.

Temporary assistance for needy families

        TANF caseloads have fallen by 65 percent since the welfare reform law was implemented in 1996. There are minimum caseload increases in some states as the economy continues to struggle. The majority of our contracts have performance pay points for successfully placing our clients in employment and assisting them to retain employment. The current economic environment has negatively impacted our ability to succeed since TANF recipients are competing with better educated and better skilled recently dislocated workers for similar jobs. TANF is a federal program administered by the states. The budget crisis in many states is causing the states to reevaluate their existing service design and program requirements. TANF legislation expired in 2010, and was extended through December 31, 2011 as an attachment to an unrelated bill approval by the Congress and signed by the

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President late last year. We do not expect TANF to be reauthorized this year but we fully expect a one or two year extension before the end of the year. While the program will not end, the situation for reauthorization could change so we continue to monitor the status.

Employees

        As of December 31, 2010, we employed approximately 46,000 employees. As of that date, we were subject to collective bargaining agreements with approximately 4,700 of our employees. We have not experienced any work stoppages and believe we have good relations with our employees.

Facilities

        As of December 31, 2010, we owned approximately 84 properties and operated facilities and programs at approximately 1,900 leased properties. We lease approximately 110,000 square feet of an office building in Louisville, Kentucky, which serves as our corporate headquarters. Other facilities and programs are operated under management contracts. We believe that our properties are adequate and suitable for our business as presently conducted.

Legal proceedings

        We are parties to various legal and/or administrative proceedings arising out of the operation of our facilities and programs and arising in the ordinary course of business. We do not believe the ultimate liability, if any, for these proceedings or claims, individually or in the aggregate, in excess of amounts already provided, will have a material adverse effect on our condensed consolidated financial condition, results of operations or cash flows. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations.

        In March 2007, a lawsuit was filed in Bernalillo County, New Mexico State Court styled Larry Selk, by and through his legal guardian, Rani Rubio v. Res-Care New Mexico, Inc., Res-Care, Inc., et al. The lawsuit sought compensatory and punitive damages for negligence, negligence per se, violations of the Unfair Practices Act and violations of the Resident Abuse and Neglect Act. Settlement discussions were unsuccessful and a jury trial commenced on November 9, 2009 on the remaining issue of negligence. The jury returned a verdict of approximately $53.9 million in damages against the Company and the subsidiary, consisting of approximately $4.7 million in compensatory damages and $49.2 million in punitive damages, which was entered as a judgment in December 2009. Ruling on various post trial motions, on February 19, 2010, the New Mexico trial court judge reduced the jury award to $15.5 million, consisting of approximately $10.8 million in punitive damages and $4.7 million in compensatory damages. We believe that the compensatory and punitive damages awarded by the jury are excessive and do not comply with various United States and New Mexico Supreme Court precedents, which would warrant a new trial or, in the alternative, would limit the amount of damages the jury could have awarded to a significantly lower amount. In addition, we do not believe the parent company is liable for the actions of its subsidiary or its employees. We, as well as the plaintiffs, are appealing and we will continue to defend this matter vigorously. Ruling on a motion by Plaintiff, on December 15, 2010, the trial court increased the amount of the supersedeas bond from $27.2 million to $72.2 million, an amount which represented the original judgment plus interest. We filed an appeal of the bond increase, and on March 31, 2011, the Court of Appeals ruled in our favor and set the amount of the supersedeas bond at $27.2 million. Although we have made provisions in our consolidated financial statements for this self-insured matter, the amount of our legal reserve is less than the amount of the damages awarded by the trial court, including accrued interest. If our appeal to obtain a new trial or to reduce the amount of the damages is unsuccessful, it would reduce our capital resources available to fund acquisitions and other operations, which could have a material adverse effect on our financial condition, results of operations and cash flows.

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        On September 22, 2010, a putative stockholder class action suit styled as Stanley Margolis v. Ralph Gronefeld, et al., Case No. 10-CI-6597, was filed in the Court of Jefferson County, Kentucky against Res-Care, Inc., Purchaser and the members of Res-Care, Inc.'s Board of Directors (the "Individual Defendants"). The complaint generally alleges that the Individual Defendants breached their fiduciary duties in connection with the transactions contemplated by the share exchange agreement (the "Acquisition Transaction"). In that regard, the complaint includes, among other things, allegations that the consideration to be received by Res-Care, Inc.'s shareholders is unfair and inadequate; that the proposed Acquisition Transaction employs a process which is unfair and inadequate and which has not been designed to maximize stockholder value; that the share exchange agreement includes inappropriate deal protection devices such as "no shop," matching rights, and termination fee provisions; that the members of Res-Care, Inc.'s Board of Directors may consider alternatives to the transaction but only under a limited set of circumstances, and that the combined effect of these provisions is to ensure that no competing offers will emerge for Res-Care, Inc. The complaint also alleges that the Individual Defendants aided and abetted these alleged breaches of fiduciary duties. The complaint seeks class certification, certain forms of injunctive relief, including enjoining and rescinding the Acquisition Transaction, unspecified damages, and payment of plaintiff's attorney's costs and fees. The parties have entered into and filed with the Court, a Stipulation of Settlement which is subject to the execution of definitive settlement documents and court approval.

        From time to time, in the ordinary course of business and like others in the industry, we receive requests or demands for information from government agencies in connection with their regulatory or investigational authority. Such requests can include subpoenas, demand letters or search warrants for documents to assist the government in audits or investigations. We review such requests and notices and take appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future.

        On September 24, 2010, we received a Civil Investigative Demand ("CID") issued by the U.S. Department of Justice—Civil Division, Eastern District of Pennsylvania, pursuant to the False Claims Act. The CID requests that the Company provide documents and testimony related to allegations that the Company and/or Arbor E&T, LLC may have violated the False Claims Act relating to claims for payment for services and requests for reimbursement submitted by Arbor's Philadelphia Workforce Services center during the contract period of July 1, 2006 to October 31, 2010. We are currently in the process of evaluating the scope of the CID and its response. At this time, we can make no assurances as to the time or resources that will be needed to devote to this inquiry or its final outcome.

        The Company is cooperating with an investigation by the State of West Virginia, Department of Health and Human Resources, Office of Inspector General ("OIG") concerning allegations that certain employees of the Company's Morgantown, West Virginia operation did not properly care for some clients, did not report some of the alleged conduct to government authorities and did not fully comply with a subpoena for documents concerning the alleged conduct. The Company has been verbally informed by the OIG's General Counsel that it is not a target of this investigation at this time. The Company has pledged its full cooperation with the ongoing investigation and has retained outside counsel to conduct an internal review of these matters. At this time, we can make no assurances as to the time or resources that will be needed to devote to this inquiry or its final outcome.

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Management

        Set forth below is information regarding the directors and executive officers of Res-Care, Inc.

Name	Age		Position
James H. Bloem		60	Chairman of the Board
David Braddock		66	Director
William E. Brock		80	Director
Steven B. Epstein		67	Director
Robert E. Hallagan		67	Director
Olivia F. Kirtley		60	Director
Robert M. Le Blanc		44	Director
Steven S. Reed		49	Director
Ralph G. Gronefeld, Jr.		52	Director, President and Chief Executive Officer
David W. Miles		45	Chief Financial Officer
Patrick G. Kelley		45	Chief Operating Officer
Richard L. Tinsley		39	Executive Vice President of ResCare Workforce Services
David S. Waskey		59	General Counsel, Chief Compliance Officer and Secretary

James H. Bloem was appointed to the board of directors of ResCare in October 2007 and was appointed Chairman of the Board in March 2011. Mr. Bloem has served as Senior Vice President and Chief Financial Officer and Treasurer of Humana Inc. since joining Humana in February 2001. Before joining Humana, Mr. Bloem served as a senior executive with Perrigo Company, a manufacturer of over-the-counter pharmaceuticals, personal care and nutritional products, and with Herman Miller, Inc., a manufacturer of office furniture and furniture systems. An attorney and certified public accountant, Mr. Bloem is a director of Rotech Healthcare, Inc., which provides home medical equipment and services, and Warner Chilcott, Plc., a specialty pharmaceutical company. Mr. Bloem served as a director of NeighborCare, Inc. from 2003 to 2005. As the chief financial officer of a Fortune 500 company in the healthcare industry, Mr. Bloem provides a hands-on management perspective for the board and the audit committee, and is a resource for our senior operations and finance officers.

Dr. David Braddock has served as a director of ResCare since 2004. Since 2001 he has been the Associate Vice President of the University of Colorado (CU) System, Executive Director of the Coleman Institute, and holder of the Coleman-Turner Chair in Cognitive Disability in the Department of Psychiatry in the School of Medicine at the CU Health Sciences Center. Dr. Braddock was at the University of Illinois at Chicago (UIC) from 1979 to 2001 as Professor of Human Development and Public Health, as the founding head of the Department of Disability and Human Development and of its research institute, and as an associate dean. Prior to UIC, he held positions with the Council for Exceptional Children, the Secretary's Committee on Mental Retardation in the U.S. Department of Health, Education and Welfare, and with state developmental disabilities agencies in Texas, Missouri and Illinois. He is a principal author of the bi-annual publication of the State of the States in Developmental Disabilities and is a director and executive committee member of the International Special Olympics. A preeminent expert in the field of developmental disabilities, Dr. Braddock's knowledge of current best practices in our industry is a valuable resource for establishing our program objectives and compliance policies.

William E. Brock has served as a director since 2006. He is chairman of The Brock Offices, a firm specializing in international trade, investment and human resources which he founded in 1988. From 1985 to 1987, Mr. Brock served as the U.S. Secretary of Labor, and from 1981 to 1985, as the U.S. Trade Representative. He served as Chairman of the Republican National Committee from 1977 to 1981 and previously as a Member of the U.S. House of Representatives from 1963 to 1971 and as U.S. Senator for the State of Tennessee from 1971 to 1977. Mr. Brock serves as a Counselor and Trustee of the Center for Strategic and International Studies, and as a director of On Assignment, Inc., Catalyst

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Rx, and Strayer Education, Inc. In addition to his broad experience as a federal legislator, cabinet secretary and international trade official, Senator Brock has been a sponsor of and advocate for national workforce training programs and provides guidance for our expansion internationally.

Steven B. Epstein was appointed to the board of directors of ResCare in March 2011. Mr. Epstein is the founder and senior healthcare partner of the law firm of Epstein Becker & Green, P.C., Washington D.C., where he has specialized in the practice of health care law for more than 35 years and serves as a legal advisor to healthcare entities throughout the U.S. The board believes Mr. Epstein's experience in and knowledge of healthcare law will be valuable in overseeing a business that currently derives more than 60% of its revenues from Medicaid. Mr. Epstein serves as a director of Catalyst Health, Inc. and Emergency Medical Services, Inc. He also serves as an advisor to several venture and private equity firms.

Ralph G. Gronefeld, Jr., a certified public accountant, has served as a director since November 2006 and as ResCare's President and Chief Executive Officer, succeeding Ronald G. Geary, since June 2006. From 2002 through 2007, Mr. Gronefeld served as President of the Community Services Group after serving as Executive Vice President—Operations of that division from 2001 and as ResCare's Chief Financial Officer from 1998 until 2001. He previously served as Executive Vice President of Operations for the Division for Youth Services and Vice President responsible for ResCare's Alternative Youth Services and Youthtrack subsidiaries. Mr. Gronefeld joined ResCare in June 1995 as Director of Internal Audit. From July 1995 through March 1996, he served as interim senior administrator for ResCare's west region in its Division for Persons with Disabilities. Mr. Gronefeld is a member of the United States Department of Labor Advisory Committee on Job Corps, a director and member of the Executive Committee of the Health Enterprises Network, and a member of the Bellarmine University Rubel School of Business Executive Advisory Board.

Robert E. Hallagan has served as a director of ResCare since 2004. Mr. Hallagan is vice chairman of board leadership services for Korn/Ferry International, a provider of executive human capital solutions, ranging from corporate governance and CEO recruitment to executive search, middle-management recruitment and Leadership Development Solutions (LDS). From 1997 to 2007, he served as Vice Chairman of Heidrick & Struggles, an executive search firm with over 1,300 search professionals in 57 offices, since 1997. From 1991 to 1997 he served as the firm's President and Chief Executive Officer. Mr. Hallagan is co-founder and Chairman of the Center For Board Leadership, a joint venture with the National Association of Corporate Directors, of which he is also Chairman. With his background with national executive search firms and board leadership organizations, Mr. Hallagan brings expertise in human resources, executive compensation policy and corporate governance.

Olivia F. Kirtley, a certified public accountant, has served as a director of ResCare since 1998. Ms Kirtley has served as a business consultant on strategic and corporate governance issues during the past five years. Ms. Kirtley brings extensive experience, expertise and insight to our Board in the areas of audit and corporate governance. In addition to her expertise in audit and tax issues developed in part as a senior manager at Ernst & Whinney (predecessor to Ernst & Young LLP), Ms. Kirtley also brings corporate management experience from her tenure at Vermont American Corporation, including the positions of Treasurer, Vice President and Chief Financial Officer at that company. She has served as Chair of the American Institute of Certified Public Accountants, Chair of the AICPA Board of Examiners, and as a current U.S. member of the Board of the International Federation of Accountants. Ms. Kirtley has served as a director of U.S. Bancorp since 2006 (including as the chair of its audit committee and a member of its governance and executive committees) and as a director of Papa Johns International, Inc., an international pizza company, since 2003 (including as a member of its compensation committee). Ms. Kirtley also served as a director of Alderwoods Group, Inc. from 2002 until its merger with Service Corporation International in 2006, including chairman of its audit committee, and as a director of Lancer Corporation from 1999 until it was acquired by Hoshizaki Electric Co., Ltd. in 2006, including on its compensation committee and as chair of its audit committee.

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Robert M. Le Blanc has served as a director of ResCare since 2004. He is a Managing Director of Onex Corporation. Before joining Onex in 1999, Mr. Le Blanc worked for Berkshire Hathaway for seven years and for five years prior to that he worked with General Electric in a variety of positions including corporate finance and corporate strategy. Mr. Le Blanc is the Lead Director of Magellan Health Services, Inc., a provider of behavioral healthcare services, Emergency Medical Services, Inc. and Skilled Healthcare Group, Inc., the Chairman of Carestream Health, and a director of Center for Diagnostic Imaging, Inc., First Berkshire Hathaway Life, Cypress Insurance, The Warranty Group, and Connecticut Children's Medical Center. With his experience in governance for a wide range of businesses, Mr. Le Blanc has brought knowledge of developments in management practices and corporate governance that can be applied to improve our organization, as well as expertise in evaluating acquisition prospects.

Steven S. Reed has served as a director of ResCare since 2003. Mr. Reed practices law at Reed Wicker, LLC, Louisville, Kentucky, where he is Managing Member. Mr. Reed was United States Attorney for the Western District of Kentucky from 1999 to 2001 and an Assistant U.S. Attorney for the same district from 1993 to 1999. Mr. Reed is a past Chair of the Board of Trustees of the University of Kentucky, and served as a Trustee from 1994 to 2006. Mr. Reed's prosecutorial background aids in our legal risk assessment and management, and he has served in a high profile and politically sensitive leadership role at the University of Kentucky.

Executive Officers of ResCare

        The executive officers of ResCare are Ralph G. Gronefeld, Jr., whose experience is described above, Patrick G. Kelley, David W. Miles, Richard L. Tinsley and David S. Waskey.

Mr. Kelley was named Chief Operating Officer on June 26, 2009. He rejoined ResCare in January 2008 as President of the Community Services Group, which is ResCare's largest operating group. He had served as President of a division of The Rawlings Company, an insurance claims recovery company since April 2006. Mr. Kelley was employed by ResCare for more than 19 years, previously serving as Senior Vice President from 2003 to 2006, Vice President of Operations of ResCare's Central Region from 1999 to 2003, and as regional vice president for 12 states.

Mr. Miles, a certified public accountant, has served as Chief Financial Officer since 2005 and he served as Vice President, Controller from 2001 to 2006 with responsibility for overseeing all aspects of the accounting function including financial reporting and compliance with Sarbanes-Oxley regulations. He joined ResCare in March 1998 as Director of Financial Reporting. Prior to joining ResCare, Mr. Miles was with Ernst & Young LLP for ten years.

Mr. Tinsley was named Executive Vice President of ResCare Workforce Services on April 1, 2010. An attorney and certified public accountant, Mr. Tinsley joined ResCare in 2007 as Chief Development Officer overseeing all of the company's acquisition, growth and marketing efforts. Mr. Tinsley has experience in the home healthcare field as vice president of compliance and business development with Almost Family, Inc. and in U.S. and international planning and analysis as senior manager with Yum! Brands, Inc. Most recently he conducted his own consulting and legal practice serving as chief financial officer and legal counsel for a number of companies that were in transition and needed expert guidance.

Mr. Waskey has served as ResCare's General Counsel since joining ResCare in May 1992. Mr. Waskey currently serves also as Chief Compliance Officer and Secretary. Before joining ResCare, he was a partner in the Louisville, Kentucky office of Alagia, Day, Trautwein & Smith. Before beginning the practice of law in 1984, Mr. Waskey was a certified public accountant in public practice.

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Director Independence

        The board of directors of ResCare is currently composed of nine directors. Although we do not currently have securities listed on a national securities exchange or on an inter-dealer quotation system, we have selected the independence standards of NASDAQ to determine which of our directors qualify as independent. Using the independence standards promulgated by NASDAQ, our board of directors has determined that Ms. Kirtley, Dr. Braddock and Messrs. Reed, Hallagan, Brock and Bloem are independent directors. The Board has determined that the relationships described in this prospectus for Dr. Braddock, Ms. Kirtley and Mr. Reed are immaterial and do not affect the independence of these directors.

        Under the NASDAQ rules, we are considered a "controlled company" because more than 50% of the voting power for the election of our directors is held by Onex Rescare Holdings Corp. Accordingly, even if we were a listed company, we would not be required by NASDAQ rules to maintain a majority of independent directors on our board of directors, nor would we be required to maintain a compensation committee or a nominating committee comprised entirely of independent directors.

Committees of the Board

        The five standing committees of ResCare's board of directors are its audit committee, executive compensation committee, corporate governance and nominating committee, mergers and acquisitions committee, and ethics and compliance committee. Copies of the charters of each of the standing committees of our board of directors are available upon request.

        Audit committee.    The audit committee currently consists of Ms. Kirtley, Mr. Hallagan, Sen. Brock and Mr. Bloem and is chaired by Ms. Kirtley. The audit committee has responsibility for, among other things, the quality of our financial reporting and internal control processes, our independent auditor's performance and qualification and the performance or our internal audit function. ResCare's board of directors has determined that (1) all of the members of the audit committee are "independent" within the meaning of the rules of the NASDAQ Stock Market and the rules of the Securities and Exchange Commission under the Sarbanes-Oxley Act and (2) all qualify as "audit committee financial experts" within the meaning of the SEC rules.

        Executive compensation committee.    The compensation committee currently consists of Messrs. Hallagan, Le Blanc and Brock and is chaired by Mr. Hallagan. The compensation committee has responsibility for, among other things, review and approval of executive compensation, review and approval of equity compensation and review and approval of ResCare's compensation philosophy, strategy and principles.

        Corporate governance and nominating committee.    The corporate governance committee currently consists of Messrs. Reed, Le Blanc and Braddock and is chaired by Mr. Reed. The corporate governance committee has responsibility for, among other things, review of corporate governance guidelines and oversight of the evaluation of the effectiveness of ResCare's board of directors and its committees.

        Mergers and acquisitions committee.    The mergers and acquisitions committee currently consists of Messrs. Le Blanc, Brock and Gronefeld. The mergers and acquisitions committee assists management in developing and implementing a strategic plan for ResCare's acquisitions, strategic relationships, investments and growth activities and assists the board in reviewing, evaluating and approving such activities.

        Ethics and compliance committee.    The ethics and compliance committee assists the board of directors in monitoring the effectiveness of ResCare's corporate compliance program. Dr. Braddock

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and Messrs. Reed and Epstein currently serve as members of the ethics and compliance committee, which Dr. Braddock chairs.

Compensation committee interlocks and insider participation

        None of the executive officers of ResCare has served as a member of the board of directors or compensation committee of another entity that had one or more of its executive officers serving as a member of the board of directors of ResCare.

Director compensation

        Under ResCare's current director compensation policy, which was adopted when ResCare was publicly held, non-employee directors receive an annual cash retainer of $36,000, meeting fees of $2,500 for each board meeting attended, and meeting fees of $1,000 for each committee meeting attended (except for audit committee and special committee meetings, for which the fee is $2,500 per meeting attended). The Chairman of the Board receives an additional annual cash retainer of $72,000. Olivia F. Kirtley receives an additional annual cash retainer of $24,000 for serving as Chairman of the Audit Committee. David Braddock, Chairman of the Ethics and Compliance Committee, Robert E. Hallagan, Chairman of the Executive Compensation Committee, Robert Le Blanc, Chairman of the Mergers and Acquisitions Committee, and Steven S. Reed, Chairman of the Corporate Governance and Nominating Committee, each receive an additional annual cash retainer of $18,000 for serving as committee chairs. Directors who are employees of ResCare do not receive additional compensation for service on the Board or its committees.

        The ResCare Non-Employee Director Deferred Stock Compensation Program (the "Deferral Program") permitted non-employee directors to defer their director fee payments and receive such deferred payments in the form of ResCare common share units. The Deferral Program terminated upon consummation of the tender offer, and each stock unit account was settled via a lump sum payment following the consummation of the tender offer.

        The following table summarizes the common share units held by the three directors who participated in the Deferral Program, and the lump sum payment each such director received in connection with the settlement of such units upon consummation of the tender offer.

Name		Total Deferral Program Units		Total Payment
Olivia F. Kirtley			27,645.29	$	366,300.12
David Braddock			15,691.78		207,916.04
Robert E. Hallagan			11,336.29		150,205.83
	Total		54,673.36	$	724,422.00

Fiscal 2010 Director Compensation Table

        The following table shows compensation paid or awarded to our eight non-employee directors for the year ended December 31, 2010. Mr. Gronefeld, the Company's President and Chief Executive Officer, is not included in this table because he is an employee of the Company and thus receives no

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compensation for his service as a director. Mr. Gronefeld's compensation from the Company is reported in the Summary Compensation Table.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(4)		Total ($)
James H. Bloem	$	178,500	$	28,470	$	206,970
David Braddock(1)(2)		89,500		28,470		117,970
William E. Brock		90,000		28,470		118,470
Ronald G. Geary		242,500		28,470		270,970
Robert Hallagan(2)		103,000		28,470		131,470
Olivia F. Kirtley(2)		197,500		28,470		225,970
Robert M. Le Blanc(3)		64,000		—		64,000
Steven S. Reed		184,500		28,470		212,970

(1)

The fees for Dr. Braddock are paid to University Physicians, Inc., the Colorado University faculty practice plan of which Dr. Braddock is a member.

(2)

Ms. Kirtley, Mr. Hallagan and Dr. Braddock deferred some or all of their 2010 directors fees under the Deferral Program described above. The amounts deferred in 2010 are $89,500 for Dr. Braddock, $51,500 for Mr. Hallagan and $197,500 for Ms. Kirtley. These amounts are included as "Fees Earned or Paid in Cash."

(3)

The director fees for Mr. Le Blanc are paid to Onex Partners Management LP. Mr. Le Blanc has declined the annual restricted stock grants awarded to non-employee directors based on the policies of his employer.

(4)

Represents the aggregate grant date fair value of restricted stock awards in 2010, computed in accordance with FASB ASC Topic 718.

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Executive Compensation

Compensation Discussion and Analysis

Compensation Program Objectives

        ResCare's business goal is to provide quality human services to people with special needs, while at the same time enhancing long-term shareholder value. We believe that the compensation of our executives should reflect the value the company attributes to their skills, experience, loyalty to the company and adherence to its mission. The compensation should serve as an incentive for the executives to remain with the company and to strive to achieve goals and objectives that contribute to the quality of services we provide to the people we serve and to long-term shareholder value in the company. We believe that the compensation of our executives should also be structured with sensitivity to ResCare's employees and to the people we serve.

        ResCare is unique in the human services industry because of the scope and variety of the services it provides. ResCare serves people with intellectual, cognitive, developmental or physical disabilities, mental illness, acquired brain injury, youth with emotional or behavioral challenges, adults with economic and other barriers to productive employment, and the elderly who need support services in order to remain in their own homes as long as possible. ResCare employees, particularly its direct care employees, work in industries that rely for the most part on government funding, which does not compensate such important work highly. Its executives, who have been with the company for many years, are knowledgeable about the business, strongly supportive of its mission and sought after by competitors and others interested in their talent. We believe that we have a very talented group of executives and want them to remain with ResCare.

        ResCare's executive compensation program has been designed to support the objectives of promoting high quality service and strong operating and financial performance, while also taking into consideration ResCare's mission and its employees and constituents. Specifically, our compensation program:

•

provides incentives and rewards that are based on individual, group and company-wide performance in achieving quality of service and financial goals as identified in ResCare's strategic business plan;

•

provides sufficient value to attract and retain talented employees on a long-term basis; and

•

links the interests of executives with the long-term performance of the company by making equity-based awards a significant element of executive compensation.

        Historically, we have used employment contracts with executive officers as well as other key employees to recruit and retain high quality employees. Our employment contracts for the named executive officers are individually negotiated and approved by the executive compensation committee and provide the framework for each executive's compensation package. When Mr. Gronefeld assumed the position of President and CEO of ResCare in June 2006, the executive compensation committee negotiated a new employment agreement with him for a term through December 31, 2011. In 2007 and 2008, we completed new executive agreements with our four named executives other than Mr. Gronefeld also for terms through the end of 2011. The contracts are described in detail below, following the Summary Compensation Table. We have not yet modified the employment agreements with our named executive officers in light of the acquisition of our Company by an affiliate of Onex Partners III LP in the fourth quarter of 2010.

        The executive compensation committee provides overall guidance for our executive compensation policies and determines the amounts and elements of the compensation packages for executives. The committee generally solicits recommendations from our chief executive officer with respect to establishing compensation policies for the organization, establishing company and individual

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performance goals, and making compensation decisions for executive officers other than himself. The committee reviews the total package including all forms of compensation and benefits and the potential total future value of the compensation decisions made.

        In determining the compensation for our executives, we take into account several considerations that relate to the specific nature of our business:

•

the complexity of our business and its highly regulated nature. ResCare currently operates in 41 states, Washington DC, Puerto Rico, Canada and the United Kingdom. Our Job Corps operations are subject to United States Department of Labor requirements and federal government contract regulation, our workforce development operations are subject to both federal and local regulations and criteria, and the community services group operates in 34 states, each of which has its own reimbursement system and regulations. The people ResCare serves are some of the most vulnerable and regulations concerning their care are extensive. States operate on annual budgets which affect the reimbursement environment in which ResCare operates. ResCare's executives must understand the complexities of the various systems and be able to manage operations within them;

•

the special needs of the people we serve. As described above, ResCare serves people with many different special needs including those with developmental disabilities, those from disadvantaged backgrounds, the elderly, and people seeking assistance overcoming barriers to employment. These are vulnerable populations who are served by our dedicated employees, and we do not want our executives' compensation to be excessively disproportionate to the compensation of people in our operations, especially those who provide the direct services to the people we serve; and

•

the experience, skills and commitment of our leadership team. Our executives have been with the company for significant lengths of time, including both periods of economic growth and recessions, and have acquired an understanding of its operations and the complexities of its business. Their skills and experience contributed greatly to the past growth of our company, and they have demonstrated their commitment to the company during more difficult times. We want to retain their skills to continue the momentum and reward their loyalty and service.

        Our compensation packages for senior executives provide that performance-based cash compensation can be earned only if the company attains a minimum net income threshold. Giving priority to the achievement of company performance measures encourages a collaborative focus on corporate goals and performance.

        The individual performance goals for cash incentive compensation reward quality of service, compliance and effective risk management as well as financial performance. A portion of the cash incentive compensation that our CEO and business unit leaders can earn depends on the achievement of quality assurance goals under our "Best in Class" performance benchmarking system. Similarly, the performance goals for our financial and risk management executives include effectiveness of internal control, compliance assessment, and addressing identified risks. We also include the achievement of quality, compliance and risk management measures at the regional and local levels in the incentive compensation program for our regional managers.

Components of Executive Compensation

        The three primary components of ResCare's executive compensation are base salary, annual cash incentive and long-term equity-based incentive compensation. Historically, equity-based compensation has been in the form of performance-based and service-based restricted stock awards. ResCare also contributes to the retirement savings plan for the executives at the same rate as for other employees, up to the limit permitted by law for highly compensated employees. We provide automobile allowances

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for executives whose operations permit reimbursement for such expense and we reimburse Mr. Gronefeld for the expenses of an annual physical to the extent not covered by insurance. The employment contracts also provide for additional benefits that do not involve material cost but which we also describe elsewhere in this prospectus. ResCare does not provide material perquisites to its executive officers.

        The employment agreements for our executives provide for approximately equal amounts of base salary and cash incentive compensation. The incentive compensation is earned only if the company attains an annual net income goal and the executive attains performance goals related to his individual responsibilities. Until 2011, equity-based compensation had been in the form of restricted stock awards. The agreements for our executives other than Mr. Gronefeld provided for annual restricted stock awards subject to service-based or performance-based criteria. Mr. Gronefeld's agreement provides for two substantial restricted stock awards, for 300,000 and 100,000 shares, respectively, that are performance-based. These awards are described in greater detail below. The compensation under these packages increases reasonably and rationally rather than quickly and in large intervals; salary increases are gradual, incentive compensation is based on annually established goals, service-based restricted share awards vested over four years, and performance-based restricted share awards vested immediately when earned.

        The previously unvested portions of the restricted stock awards granted to our executive officers, both service-based and performance-based, vested on November 16, 2010, when affiliates of Onex Partners III LP acquired more than a majority of the outstanding common shares of ResCare upon completion of a tender offer (the "Stock Tender Offer"), and a change of control occurred. Prior to the closing of the Acquisition, our executives contributed their holdings of ResCare common stock, including the restricted shares that vested upon the change of control, to Onex Rescare Holdings Corporation ("ORHC"), an affiliate of Onex Partners III LP that now holds all of the outstanding ResCare shares, in exchange for shares of ORHC. We sometimes refer to this exchange as "the rollover."

        For 2010, the mix of compensation earned by each named executive officer was as follows:

Executive	Base Salary as % of Total Compensation(1)			Bonus(2)			Annual Cash Incentives as % of Total Compensation		Long Term Equity as % of Total Compensation
Mr. Gronefeld		81.5	%		18.5	%		—		—
Mr. Kelley		80.0	%		20.0	%		—		—
Mr. Miles		80.0	%		20.0	%		—		—
Mr. Tinsley		94.2	%		5.8	%		—		—
Mr. Waskey		93.7	%		6.3	%		—		—

(1)

As used in this chart, "Total Compensation" includes the sum of base salary, actual annual cash incentive, and grant-date value of equity awards.

(2)

Although none of our named executive officers earned Non-Equity Incentive Compensation for 2010, they were awarded one-time bonuses for 2010, which are described under "Non-Equity Incentive Compensation," below.

Base Salaries

        The base salaries of ResCare's named executive officers were established through the negotiation of their employment agreements. Base salaries are intended to be market competitive, not market leaders, and take into account the considerations discussed above. We believe salaries are appropriate

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based on our senior officers' responsibilities to head significant business units or functions and the objectives of our compensation program discussed elsewhere in this section.

        When Mr. Gronefeld assumed the position of President and CEO of ResCare in June 2006, the executive compensation committee engaged an independent compensation consultant, Pearl Meyer and Partners ("PM&P"), to provide data regarding the compensation paid to chief executive officers of a peer group of healthcare companies with annual revenue ranging from $1.2 billion to $2 billion. The following 10 companies comprised the 2006 peer group:

Apria Healthcare Group, Inc.	Pediatrix Medical Group, Inc.
Extendicare Inc.	Province Healthcare Company
Genesis HealthCare Corporation	Renal Care Group, Inc.
Gentiva Health Sciences, Inc.	Sun Healthcare Group, Inc.
LifePoint Hospitals, Inc.	Sunrise Senior Living, Inc.

        Under his 2006 agreement, Mr. Gronefeld's base salary was increased to $400,000 to reflect his new and increased responsibilities. His incentive compensation has the same structure as his prior employment contract, except that the quality performance goals changed from criteria applicable only to our Community Services Group (CSG), our largest business segment which Mr. Gronefeld previously headed, to performance criteria for all major segments of ResCare's business.

        In 2007 and 2008 we completed new executive agreements with our four named executives other than Mr. Gronefeld for terms through the end of 2011, which is also when Mr. Gronefeld's present agreement expires. Our executive compensation committee did not conduct an analysis of peer group performance or executive compensation in connection with the negotiation of these employment agreements as it did for Mr. Gronefeld. The committee may conduct another analysis of executive officer compensation among comparable companies for use in future compensation decisions and may engage a compensation consultant to assist as it has in the past.

        Base salaries are subject to annual increases equal to the greater of 5 percent or cost-of-living increases based on a common government index. However, Mr. Gronefeld's salary does not increase if ResCare's net income as it is defined in his employment agreement does not equal at least 90 percent of the annual net income target established by the board of directors. Net income is calculated in accordance with generally accepted accounting principles excluding extraordinary non-cash or non-recurring non-cash charges or losses and other items the executive compensation committee determines are appropriate.

        In light of the general economic environment and the financial pressures being faced by many of our dedicated employees, all of our named executive officers agreed to waive the 5 percent increase in base salary for 2009 and 2010. We believe this demonstrates the commitment of our senior executives to the welfare of our company, its customers and its employees.

Non-Equity Incentive Compensation

        The annual non-equity or cash incentive compensation is designed to support the company's strategic business plan and to reward achievement of individual, group, and company-wide quality of service, operational and financial goals. The executive compensation committee annually establishes financial and non-financial performance measures with threshold and maximum performance targets for our named executive officers, in consultation with the CEO.

        Historically, each executive's bonus has been based 50% on company performance and 50% on individual performance or, in Mr. Gronefeld's case, company quality criteria. We believe that the executives should not be rewarded with incentive compensation unless the company is performing well; therefore, before any cash incentive can be awarded, ResCare's performance must meet or exceed

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90 percent of the net income target established by the board of directors for the applicable year. The board of directors and management generally sets the net income target at levels that are achievable but challenging for the company to attain.

        No cash incentive compensation was awarded to any of our executives for 2010. The executive compensation committee did not establish individual performance goals for 2010 as a result of several developments:

•

After adopting a challenging net income target of $48.5 million for 2010, but before the executive compensation committee could establish executive performance goals, several states notified the company of significant reductions in reimbursement rates for services, making it doubtful that the threshold of 90% of net income for incentive compensation could realistically be attained;

•

The company's plan to reorganize its business units had not been finalized by the first quarter of 2010, and the potential reduction in operating costs from the reorganization could not be quantified; and

•

In the first quarter of 2010, Onex initiated discussions with a special committee of the board of directors regarding Onex's possible interest in making a proposal to acquire control of ResCare.

        The ongoing budgetary pressures facing federal, state and local governments created the most difficult state reimbursement climate in the company's history. Despite that environment, the company's year-over-year revenues increased by $5 million in 2010, and the company reduced annual operating expense by approximately $3 million from the successful execution of the reorganization of the company's business units. The company's management team achieved these financial results despite the significant demands on their time from the due diligence investigations conducted throughout the year by Onex and other potential acquirers and lending institutions and investment banks involved in the refinancing of the company's outstanding debt and its issuance of $200 million of senior notes due 2019.

        Based on the results achieved despite the extraordinary developments in 2010, the executive compensation committee approved the award of the one-time bonuses for the amounts shown in the following table to the named executive officers:

Ralph Gronefeld	$	100,000
Patrick Kelley		75,000
David Miles		75,000
Richard Tinsley		15,000
David Waskey		15,000

        Our non-equity incentive compensation plan for 2011 has been modified to reflect our status as a private company. The cash incentive depends upon the company achieving a budgeted level of earnings before interest, income taxes, depreciation and amortization ("EBITDA"), as defined, instead of net income. Similar to prior years, before any cash incentive can be awarded, ResCare's performance must meet or exceed 90 percent of the EBITDA target established by the board of directors for the applicable year. The board of directors and management intends to continue to set the financial performance target at a level that is achievable but challenging for the company to attain.

        Our named executive officers will be eligible to earn cash incentive compensation equal to up to 100% of salary. Seventy percent of the cash incentive compensation will be based upon the company's achievement of the EBITDA target to encourage a collaborative focus on corporate goals and performance. Thirty percent will be based upon the achievement of individual performance goals related to business units or functions for which the named executive officer has direct responsibility.

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Equity-based Incentive Compensation

        Since 2005, ResCare's equity-based incentive compensation for executive officers had been principally in the form of restricted stock awards. We determined, after consultation with PM&P, that use of restricted stock would better serve our purposes of promoting employee retention and linking executives' interests more closely with the interests of our public shareholders and ResCare's long-term performance. The value of restricted stock is measured at the time of the grant only, which simplifies the accounting and provides a more consistent calculation of financial impact. We believe that equity awards that vest over longer periods of time, as the restricted stock awards to our executives did, also tends to promote the kind of longer-term planning and strategies for the company that we believe serve as a greater incentive for retention of the valuable employee. The restricted stock awards for our named executives were set forth in their employment agreements. The awards for the executives, except for Mr. Gronefeld, required satisfaction of both service-based and performance-based criteria, with the larger percentage being performance-based as described in the descriptions of the employment agreements below. The restricted stock awards for Mr. Gronefeld require satisfaction of performance-based criteria, as we discuss later in this section.

        Section 162(m) of the Internal Revenue Code as amended provides generally that the compensation paid by publicly held companies to the chief executive officer and the four most highly paid senior executive officers (other than the chief executive officer) in excess of $1 million per executive will be deductible by ResCare only if paid pursuant to a qualifying performance-based compensation plan approved by ResCare shareholders. The 2005 Omnibus Incentive Compensation Plan included performance criteria intended to have certain awards qualify as performance-based compensation for purposes of Section 162(m). Performance-based awards reduce the income tax payable by the company despite their resulting in more compensation expense, a non-cash item.

Timing of Awards

        Our restricted stock awards, including those to our executive officers, were made on fixed dates under employment agreements with management employees within limits of authority given by the executive compensation committee to Mr. Gronefeld or on the date the committee approves a grant if it is not within the authority limits. We generally have executed employment agreements with management employees in large groups as their previous employment agreements expire or as they are initially hired by the company. In general, the vesting dates were uniform among the awards.

Change of Control and Severance Provisions

        The employment agreements with our executives and the form of restricted stock award agreement that we used for all employee recipients both included a change of control provision that accelerated the vesting of any restricted share awards if there is a change of control of the company as that term is defined in our 2005 Omnibus Incentive Compensation Plan. Vesting of restricted stock awards also accelerated upon the employee's death or disability.

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        In addition, the executives' employment agreements provide that if an executive's employment is terminated without cause or if the employment agreement is not extended by the company, the executive's base salary will continue for a period of twelve months, except for Mr. Gronefeld who is entitled to receive twice his base salary in monthly installments paid over a period of up to one year. Mr. Gronefeld and Mr. Miles are also entitled to receive lump sum payments equal to up to three times base salary in the case of Mr. Gronefeld, and equal to two times base salary in the case of Mr. Miles, if terminated without cause within two years after a change of control occurs. ResCare has employment agreements with many of its management employees throughout the company and all the agreements contain a severance provision under which the employee receives base salary from three to six months after termination, similar to the severance for the executives. We believe it is appropriate to include these protections for our executives to further our objectives of retaining key executives, and we concluded that the severance provisions were reasonable to help assure the executives that they would be treated fairly in the event of a tender offer, takeover bid or change of control. Particularly in the case of a change of control, the executive officers could be at risk if a new owner would make significant changes in the direction of the company to which these executives are committed, toward which they have been working and on which their performance is based. We believe these severance provisions are not excessive and are fair to our executives. The change of control and severance provisions are described more fully in the discussion of employment agreements following the Summary Compensation Table and in the table entitled Potential Payments Upon Termination or Change of Control below.

        We do not provide our executives with tax gross-up protection if the benefits provided upon or following a change of control result in excise taxes under Section 280G of the Internal Revenue Code.

Chief Executive Officer's Compensation

        When Mr. Gronefeld assumed the position of President and CEO of ResCare in June 2006, the executive compensation committee negotiated a new employment agreement with him for a term through December 31, 2011. His base salary was increased by 10 percent from $362,500 to $400,000 due to the new and increased responsibilities he assumed in that position. His incentive compensation has the same structure as in his prior employment contract, and the agreements of the other executives described below, except that the quality performance goals changed from criteria applicable only to CSG to performance criteria for all segments of ResCare's business. The agreement also provided for two awards of restricted stock, one for 300,000 shares and one for 100,000 shares, if financial performance targets were met. The 300,000 share award has both performance-based and service-based characteristics. The net income target for the 300,000 restricted share award was $19.5 million for the twelve-month period ended June 30, 2007. We expected the $19.5 million net income target to be achieved, but it was not certain because of normal business uncertainties and unique nature of our business. That target was met, and we issued 300,000 shares of restricted stock to Mr. Gronefeld in August 2007. As an incentive for Mr. Gronefeld to remain with the company, 60,000 shares, or 20% of the award, vested upon issuance in August 2007, and an additional 20% was scheduled vest on the first day of January in each of the next four calendar years. The second award for 100,000 shares of restricted stock was solely performance-based. These shares were granted at the outset of the agreement and vest in their entirety if a net income target of $64 million for any calendar year were achieved. This second net income target was substantially greater than the annual net income ResCare had reported in any year to date and was considered to be a very challenging target to achieve.

        Although the company did not attain the $64 million net income target, the 100,000 share award and the final 60,000 share portion of Mr. Gronefeld's service-based award both vested upon completion of the Stock Tender Offer on November 16, 2010. The terms of Mr. Gronefeld's 2006 agreement are discussed in greater detail below under "Employment Agreements."

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        The executive compensation committee consulted with PM&P and outside counsel, and we consulted with outside tax counsel, securities counsel and corporate counsel in reviewing the restricted stock awards to Mr. Gronefeld and their qualification as performance-based awards under IRC 162(m). The committee reviewed Mr. Gronefeld's total compensation package, including the effect of the restricted stock awards on the company's financial statements, with the full board of directors, which approved the package.

2011 Stock Option Awards

        For 2011, the equity-based incentive compensation awarded to the named executive officers will be in the form of options to purchase shares of the Class A common stock of ORHC, the entity that holds all of the outstanding shares of ResCare.

Summary Compensation Table

        The following table provides information concerning compensation awarded to or earned by the named executive officers of ResCare during the years ended December 31, 2010, 2009 and 2008.

Name and Principal Position		Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
Ralph G. Gronefeld, Jr.			2010		441,018		100,000		0		0		0		541,018
	President and Chief		2009		440,000		0		0		0		0		440,000
	Executive Officer		2008		440,000		0		0		237,160		9,200		686,360
Patrick G. Kelley			2010		400,000		100,000		0		0		0		500,000
	Chief Operating Officer		2009		350,000		25,000		0		0		0		375,000
			2008		350,000		0		92,200		118,650		6,462		567,312
David W. Miles			2010		300,012		75,000		0		0		0		375,012
	Executive Vice President		2009		300,000		0		0		0		0		300,000
	and Chief Financial Officer		2008		300,000		0		92,200		154,200		6,448		552,848
Richard L. Tinsley			2010		245,011		15,000		0		0		0		260,011
	Executive Vice President—		2009		230,000		0		0		0		0		230,000
	Workforce Services(5)(6)
David S. Waskey			2010		225,011		15,000		0		0		0		240,011
	General Counsel and		2009		225,000		0		0		0		0		225,000
	Chief Compliance Officer(6)

(1)

The company awarded one-time bonuses to the named executive officers in 2010 in recognition of the financial results achieved by the company despite several extraordinary developments during the year described under "Compensation Discussion and Analysis—Non-Equity Incentive Compensation," above. Mr. Kelley was also awarded $25,000 in 2009 and 2010 in recognition of the additional responsibilities he assumed following his appointment as Chief Operating Officer effective June 26, 2009. Mr. Kelley had previously served as President of the Community Services Group from the time he rejoined ResCare on January 1, 2008.

(2)

The amounts in column (e) show the grant date fair value of awards granted pursuant to the 2005 Omnibus Incentive Compensation Plan and the executives' employment agreements, computed in accordance with FASB ASC Topic 718.

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(3)

Non-equity incentive compensation paid to the executive officers is based on attainment of performance goals for the fiscal year approved by the executive compensation committee of the board of directors and as otherwise provided in their employment agreements.

(4)

All Other Compensation represents matching contributions allocated by ResCare to the Retirement Savings Plan.

(5)

Mr. Tinsley served as Chief Development Officer until his appointment as Executive Vice President—Workforce Services effective April 1, 2010.

(6)

Mr. Tinsley and Mr. Waskey became executive officers in 2009.

Grants of Plan-Based Awards Table

        No incentive plan awards were granted to our named executive officers during 2010. ResCare did not attain net income equal to at least 90% of the net income target for 2010, which is required before our executives can earn cash incentive compensation based upon the attainment of individual performance goals. Messrs. Kelley and Miles were not eligible for restricted stock awards when the company did not attain net income equal to at least 95% of the net income target for 2010, as provided in their employment agreements. In addition, the executive compensation committee did not establish individual performance goals for 2010 due to significant developments during the year described under "Compensation Discussion and Analysis—Non-Equity Incentive Compensation," above.

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards
											All Other Stock Awards: Number of Shares of Stock or Units (#)
													Grant Date Fair Value of Stock Awards ($)
	Grant Date		Action Date
Name					Threshold ($)		Target ($)		Threshold (#)
Ralph G. Gronefeld		—		—		(1)		(1)		—		—		—
David W. Miles		—		—		(1)		(1)		—		—		—
Patrick G. Kelley		—		—		(1)		(1)		—		—		—
Richard L. Tinsley		—		—		(1)		(1)		—		—		—
David S. Waskey		—		—		(1)		(1)		—		—		—

(1)

The executive compensation committee did not establish individual performance goals for 2010 due to significant developments during the year described under "Compensation Discussion and Analysis—Non-Equity Incentive Compensation," above.

Employment and Other Agreements

Employment agreements with named executive officers

        ResCare has employment agreements with all of its named executive officers. The agreements are substantially similar to each other, and were approved by the executive compensation committee of the board of directors. Effective July 1, 2006, we entered into a new employment agreement with Mr. Gronefeld upon his promotion to President and CEO. We entered into an employment agreement with Mr. Kelley effective January 1, 2008, when he joined ResCare as President of our Community Services Group. We also entered into employment agreements with Messrs. Miles, Tinsley and Waskey effective January 1, 2008. We have not modified the employment agreements with our named executive officers or entered into new employment agreements with them following the acquisition of our company by an affiliate of Onex Partners III LP in the fourth quarter of 2010.

        Term.    The agreements all are for terms expiring on December 31, 2011, and may be renewed for successive one-year terms at the company's option with the executive officer's consent.

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        Base Salary.    Our named executive officers elected to waive their contractual annual salary increases for 2009 and 2010 in light of the general economic environment and the financial pressures being faced by many of our employees. Under the employment agreements, base salaries for both years were:

•

$440,000 for Mr. Gronefeld;

•

$350,000 for Mr. Kelley;

•

$300,000 for Mr. Miles;

•

$230,000 for Mr. Tinsley, and

•

$225,000 for Mr. Waskey.

        In each case, base salary increases annually by the greater of 5% or the percentage by which the consumer price index for "All Urban Consumers, All Items" increases during the prior twelve months. Mr. Gronefeld's agreement provides that the Company may suspend his salary increase if its net income for the immediately previous year does not equal at least 90% of the annual net income target as defined in the agreement.

        Mr. Kelley was named Chief Operating Officer on June 26, 2009, at which time he assumed responsibilities for substantially all of our business units. We paid Mr. Kelley a cash bonus of $25,000 in 2009 to reflect his assumption of these responsibilities from June 26, 2009 through year-end. Effective January 1, 2010, Mr. Kelley's annual salary was increased by $50,000 to $400,000.

        Mr. Tinsley was named Executive Vice President—Workforce Services effective April 1, 2010, at which time his annual salary was increased by $15,000 to $245,000.

        Cash Incentive Compensation.    Each of the executive officers is eligible to receive annual cash incentive compensation based upon the attainment of both company performance criteria and, except for Mr. Gronefeld, individual performance criteria. Mr. Gronefeld's cash incentive compensation is based on the company attaining financial and quality performance criteria. Before any executive could earn cash incentive compensation, ResCare must meet or exceed 90% of its annual net income target. Net income may be increased by extraordinary charges or losses and other appropriate additions as determined by the executive compensation committee. Any net income adjustments also apply to the net income thresholds. The individual performance criteria reward the attainment of strategic objectives by the business unit managed by each executive. The criteria are established annually by the executive compensation committee and ResCare's management team.

        The employment agreements provide that each executive is eligible for cash incentive compensation of up to 100% of his base salary. For each executive other than Mr. Gronefeld, a maximum of 60% of the cash incentive can be based on the company's net income performance and a maximum of 60% can be based on the performance of the group or unit the executive directs. For Mr. Gronefeld, a maximum of 70% of the cash incentive can be based on the company's net income performance and a maximum of 70% can be based on the company's quality performance. The two percentages must total 100% and are established annually by the executive compensation committee.

        The company component is measured against a range between the annual net income target set by the board and the net income threshold that must be met for any cash incentive compensation to be granted. This range is referred to as the incentive range. A percentage factor is applied to the maximum percentage for the company component to arrive at the actual company component for that year. The percentage factor is equal to 60% plus 40% multiplied by the difference between the company's actual net income performance and the established net income threshold divided by the incentive range.

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        No incentive plan awards were granted to our named executive officers during 2010 because ResCare did not attain net income equal to at least 90% of the net income target for 2010, which is required before our executives could earn incentive compensation based upon the attainment of individual performance goals. In addition, the executive compensation committee did not establish performance goals for 2010 due to significant developments during the year described under "Compensation Discussion and Analysis—Non-Equity Incentive Compensation," above.

Restricted Stock Awards.

        All of the outstanding unvested equity awards held by our executive officers vested on November 16, 2010. On that date, affiliates of Onex Partners III LP acquired more than a majority of the outstanding common stock of ResCare upon completion of a tender offer, representing a "change of control" as defined in ResCare's 2005 Omnibus Incentive Compensation Plan.

        Each of our executive officers other than Mr. Gronefeld is eligible to receive an annual performance-based grant of restricted shares during the term of his employment agreement, provided that our net income is at least 95% of a net income target for the year that is at least 10% higher than the net income target for the preceding year, and that the executive continues to be employed by ResCare. The number of shares awarded each year is equal to $100,000 divided by the closing price of our common stock on the award date, which is the date we file our Form 10-K Annual Report with the SEC for the prior fiscal year. The awards will vest immediately. Because this performance test was not achieved for fiscal year 2010, no performance shares were issued to the eligible executives. We anticipate that our employment agreements will be amended in light of the acquisition of our Company by an affiliate of Onex Partners III LP, including the provisions for equity awards set forth therein.

        Termination.    If Mr. Gronefeld's employment is terminated by ResCare without cause, if he terminates his employment for good cause as defined in his agreement, or if the employment agreement expires and the company elects not to renew it, Mr. Gronefeld is entitled to receive twice his then-current full base salary payable in equal monthly installments from the date of termination until March 15 of the calendar year following termination. In the cases of the other four executive officers, if the employment agreement is terminated without cause by ResCare or is terminated because ResCare elects not to renew the employment agreement, the executive is entitled to receive his base salary for 12 months after termination. If the executive voluntarily terminates his employment, or elects not to renew the employment agreement at the end of its term, he will receive his salary through the date of termination. In all of these cases, the executive is also entitled to receive any earned but unpaid incentive bonus for a calendar year ending before or at termination.

        If employment is terminated because of disability, each executive officer will continue to receive base salary until the earlier of the termination of the agreement or the commencement of disability benefits under the benefit plan. In addition, if the agreement terminates because of commencement of disability benefits and the disability benefits do not equal 100% of base salary, the executive will receive the difference between base salary and the disability payment until the agreement terminates due to disability as provided in the agreement. The executive would also receive any earned but unpaid incentive bonus for a calendar year ending before termination.

        If, within two years after a change of control, Mr. Gronefeld's employment agreement is terminated either by ResCare without cause or by Mr. Gronefeld for good cause as defined in his agreement, he is entitled to receive the greater of the unpaid amount of his then-current base salary for the balance of the term of the agreement or three times his then-current base salary. If Mr. Miles' employment is terminated without cause by the company within two years after a change of control, he is entitled to receive a lump sum payment equal to two times his then current base salary. He is also entitled to receive any earned but unpaid incentive bonus for a calendar year ending before termination and a pro-rated incentive bonus for the current year through the date of termination.

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        Restrictive covenants.    Each executive officer agrees not to compete with ResCare during employment and for a stated period of time after termination of his employment: 24 months in the case of Mr. Gronefeld and 12 months in the cases of Messrs. Kelley, Miles, Tinsley and Waskey. Each executive officer also agrees to maintain confidentiality of ResCare's information and not to disparage ResCare or its employees.

        Other provisions.    The company has agreed to pay for Mr. Gronefeld the portion of reasonable and customary costs of an annual executive physical at the Mayo Clinic or other comparable facility that are not paid by health insurance.

Outstanding Equity Awards at Fiscal Year-End

        All of the outstanding unvested equity awards held by our executive officers vested on November 16, 2010 upon completion of the Stock Tender Offer, which constituted a "change of control" as defined in ResCare's 2005 Omnibus Incentive Compensation Plan. As of December 31, 2010, our company had no outstanding equity awards.

Option Exercises and Stock Vested

        The following table provides information about vesting of stock awards held by named executive officers in 2010. None of the named executive officers exercised options during the year.

	Option Awards				Stock Awards
	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Ralph G. Gronefeld		—		—		223,839	$	2,842,867
Patrick G. Kelley		—		—		3,750		47,063
David W. Miles		—		—		13,218		172,514
Richard L. Tinsley		—		—		1,250		13,938
David S. Waskey		—		—		—		—

Potential Payments upon Termination or Change of Control

        The following table provides information about payments or benefits that would be due to the named executive officers under the terms of their current employment agreements if the employment agreement is terminated or there is a change of control of the company. These amounts assume cash incentive compensation payment at 100% of targeted incentive compensation which equals 100% of base salary for 2011 and termination or a change of control on December 31, 2010. They also reflect the vesting of all unvested restricted stock outstanding on November 16, 2010, as a result of the change of control that occurred upon completion of the Stock Tender Offer. Any payments upon termination of employment or change of control are governed by the executives' employment agreements, which remain in effect without modification following the November 16, 2010 change of control.

        The employment agreements incorporate the definition of change of control in ResCare's 2005 Omnibus Incentive Compensation Plan. That plan defines a change of control as (i) an event or series of events which have the effect of any "person" as such term is used in Section 13(d) and 14(d) of the Exchange Act, with certain exceptions, becoming the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 30% or more of the combined voting power of the company's then outstanding capital stock; (ii) any merger, consolidation, share exchange, recapitalization or other transaction in which any person becomes the beneficial owner of 30% or more of the combined voting power of the company's then outstanding capital stock; (iii) the persons who were directors immediately before a transaction shall cease to constitute a majority of the board of directors of the company or any successor to the company; (iv) disposition of the company pursuant to a partial or complete liquidation, sale of assets, or otherwise. Provided, however, that if the executive

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compensation committee believes an award will constitute "deferred compensation" pursuant to Internal Revenue Code Section 409A, the committee may provide that "change of control" for that award will have the meaning given in guidance from the Internal Revenue Service construing that term for purposes of allowable triggers for payment of deferred compensation.

Payments Under Termination		Non-Renewal by Company		Involuntary Not-For- Cause Termination (no change of control)			Involuntary Termination (change of control)		Death or Disability
Severance (2011 Base Salary and Target Bonus)
	Ralph G. Gronefeld	$	1,320,000	$	1,320,000	(1)	$	1,760,000	$	440,000
	Patrick G. Kelley		800,000		800,000			800,000		400,000
	David W. Miles		600,000		600,000			900,000		300,000
	Richard L. Tinsley		490,000		490,000			490,000		245,000
	David S. Waskey		450,000		450,000			450,000		225,000
Stock Options
	Ralph G. Gronefeld		0		0			0		0
	Patrick G. Kelley		0		0			0		0
	David W. Miles		0		0			0		0
	Richard L. Tinsley		0		0			0		0
	David S. Waskey		0		0			0		0
Restricted Stock(2)
	Ralph G. Gronefeld		0		0			0		0
	Patrick G. Kelley		0		0			0		0
	David W. Miles		0		0			0		0
	Richard L. Tinsley		0		0			0		0
	David S. Waskey		0		0			0		0
Total
	Ralph G. Gronefeld	$	1,320,000	$	1,320,000		$	1,760,000	$	440,000
	Patrick G. Kelley		800,000		800,000			800,000		400,000
	David W. Miles		600,000		600,000			900,000		300,000
	Richard L. Tinsley		490,000		490,000			490,000		245,000
	David S. Waskey		450,000		450,000			450,000		225,000

(1)

If Mr. Gronefeld voluntarily terminates his employment for Good Reason, as provided in his employment agreement discussed above, he would receive the same amounts as shown in the table for Involuntary Not-for-Cause Termination (no change of control).

(2)

All previously unvested shares automatically vested upon the change of control on November 16, 2010.

        Under the executive officers' employment agreements, regardless of the manner of termination of an executive officer's employment, he or she is entitled to receive the following amounts earned during his or her employment:

•

Base salary until date of termination;

•

Earned but unpaid cash incentive compensation for the calendar year preceding termination (except termination for cause in which case no incentive compensation for the calendar year in which employment is terminated shall be paid);

•

Unused paid time off;

•

Amounts accrued and vested in the company's 401k plan;

•

Vested stock options may be exercised within three months after termination except for termination for cause, in which case any unexercised options are forfeited; and

•

All unvested restricted stock is forfeited.

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Security Ownership of Certain Beneficial Owners and Management

        ResCare is a wholly owned subsidiary of Onex Rescare Holdings Corp. ("New Holdco").

        The following table sets forth information with respect to the beneficial ownership of New Holdco voting and non-voting common stock as of March 31, 2011 by:

•

each person who is known by us to beneficially own 5% or more of the total number of voting and non-voting shares of common stock of New Holdco;

•

each of our directors;

•

each of our named executive officers ; and

•

all directors and executive officers as a group.

        Beneficial ownership is determined in accordance with the rules of the SEC. There are no stock options that could be exercised within 60 days. Unless otherwise indicated, each of the shareholders listed below has sole voting and investment power over the shares.

Name of Beneficial Owner	Number of Shares Beneficially Owned			Percent of Class(1)
DIRECTORS AND NAMED EXECUTIVE OFFICERS
James H. Bloem		—			—
David Braddock, Ph.D.		—			—
William E. Brock		—			—
Steven B. Epstein		40			*
Robert E. Hallagan		—			—
Olivia F. Kirtley		—			—
Steven S. Reed		—			—
Robert M. Le Blanc		—	(2)		—
Ralph G. Gronefeld, Jr.		670			1.4
Patrick G. Kelley		9			*
David W. Miles		30			*
Richard L. Tinsley		8			*
David S. Waskey		2			*
All directors and executive officers as a group (13 persons)(3)		759			1.6
OTHER SECURITY HOLDERS WITH MORE THAN 5% OWNERSHIP
Onex Corporation		46,550	(4)		97.7

*

Less than 1%.

(1)

Percentage of common stock, including both voting and non-voting shares. See footnote 3.

(2)

Mr. Le Blanc is a managing director of Onex Corporation. These shares are shown as beneficially owned by Onex Corporation.

(3)

Each of our named executive officers granted Onex Partners III LP an irrevocable proxy with respect to all matters submitted to the stockholders of New Holdco for a vote or written consent. See "Certain Relationships and Related Party Transactions—Stockholders agreement" below.

(4)

Includes shares owned by the following affiliates of Onex Corporation: Onex Partners LP, Onex Partners III LP, Onex American Holdings II LLC, Onex US Principals LP, ResCare Executive Investco LLC, Rescare EI II LLC, Onex Advisor III LLC, Onex Partners III

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PV LP, Onex Partners III Select LP, and Onex Partners III GP LP. Onex Corporation may be deemed to own beneficially the shares held by these affiliates. The address of Onex Corporation is 161 Bay Street, Toronto, Ontario M5J 2S1 Canada. The address for each of Onex Partners LP, Onex Partners III LP, Onex Partners III PV LP, Onex Partners III Select LP, and Onex Partners III GP LP is c/o Onex Investment Corporation, 712 Fifth Avenue, New York, New York 10019. The address for each of Onex American Holdings II LLC, Onex US Principals LP, ResCare Executive Investco LLC, Rescare EI II LLC, and Onex Advisor III LLC is c/o Onex Corporation, 421 Leader Street, Marion, Ohio 43302.

Certain Relationships and Related Party Transactions

Management agreement

        The Company is party to an Amended and Restated Management Services Agreement with Onex Partners Manager LP, an affiliate of Onex Partners III LP. Under this agreement, Onex Partners Manager is retained to provide consulting services in exchange for an annual advisory fee of $650,000. Robert Le Blanc is managing director of Onex Partners Manager LP.

Stockholders agreement

        All of the stockholders of New Holdco, including the Onex Investors and certain of our directors and executive officers, are parties to a stockholders agreement pursuant to which (i) Onex Partners III LP has the right to elect each member of our board of directors, (ii) each stockholder, other than the Onex Investors, granted Onex Partners III LP an irrevocable proxy with respect to all matters submitted to the stockholders for a vote or written consent, (iii) the stockholders agreed to drag-along, tag-along and other rights with respect to the transfer of their shares and (iv) the Onex Investors have customary demand registration rights, and all of the stockholders have customary "piggy-back" registration rights, with respect to the registration of their shares.

Finance

        U.S. Bank National Association, a subsidiary of U.S. Bancorp, is a member of the lender group under the Company's senior secured credit facility, holding approximately 8.6% of the outstanding indebtedness thereunder. Mrs. Olivia Kirtley, a member of the Company's Board of Directors, is also a member of U.S. Bancorp's board of directors. This credit facility was negotiated on an arms length basis with no involvement from Mrs. Kirtley.

Consulting services

        Dr. David Braddock, a member of the Company's Board of Directors, provides consulting services to the Company under the terms of a consultation agreement with an organization affiliated with the University of Colorado, of which Dr. Braddock is a member. The payments to the organization are $24,000 annually, of which Dr. Braddock receives a portion.

Legal

        Reed Wicker PLLC performs legal services for the Company from time to time. Steven Reed, one of the principals of Reed Wicker PLLC, is a member of the Company's Board of Directors. Payments for these services totaled $142,077 in 2010, $43,560 in 2009, and $19,929 in 2008.

        Epstein, Becker & Green, P.C., or EBG, provided legal services to Onex in connection with its acquisition of ResCare. The Company paid EBG $450,000 in 2010 for those services. Steven Epstein, a

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founder and shareholder of EBG, is a member of the Company's Board of Directors. EBG may in the future provide legal services to the Company on various matters.

Leases

        The Company leases certain of its facilities under an operating lease with Ventas, Inc., a publicly traded real estate trust of which Ronald Geary, who served as Chairman of the Company's Board of Directors until 2011, is a director. The lease commenced in October 1998 and extends through October 31, 2015. Lease payments to the trust approximated $1.0 million for each of the years ended December 31, 2010, 2009 and 2008. Aggregate future rentals are estimated to be approximately $4.9 million, subject to annual increases based on the consumer price index.

Description of Other Indebtedness

Senior secured credit facilities

        In connection with the closing of the offering of the outstanding notes, we entered into an amended and restated senior secured credit agreement and related security and other agreements with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, consisting of a revolving credit facility and a term loan credit facility, which we refer to as our new senior secured credit facilities.

        Proceeds from our new senior secured credit facilities and the offering of the outstanding notes were used to finance the Transactions, including refinancing certain of our outstanding indebtedness. See "Prospectus Summary—Recent transactions." We also intend to fund working capital, capital expenditures, permitted acquisitions and investments with borrowings under our revolving credit facility, subject to availability.

        Our revolving credit facility provides for revolving loans and letters of credit in an initial aggregate principal amount of at least $275.0 million, with a letter of credit sub-facility of up to $130.0 million. The aggregate amount available under the revolving credit facility is $275.0 million until July 28, 2013, after which the aggregate amount available will be $240.0 million until maturity at December 22, 2015. Our ability to draw under our revolving credit facility or issue letters of credit thereunder is conditioned upon, among other things, our delivery of prior written notice of borrowing or issuance, as applicable, our ability to reaffirm the representations and warranties contained in the credit agreement governing our new senior secured credit facilities and the absence of any default or event of default under our new senior secured credit facilities.

        Our term loan credit facility provides for aggregate borrowings of $170.0 million. Concurrently with the issuance of the outstanding notes, we issued a $170.0 million senior secured note due on December 22, 2016 at a discounted price of 98% and realized net proceeds of $166.6 million.

        Subject to certain conditions, the revolving credit facility and the term loan credit facility may be increased by, or new term loan credit facilities may be established up to, $175.0 million in the aggregate in additional commitments across all such facilities.

        Borrowings will bear interest at a floating rate, which can be either LIBOR plus an applicable margin or, at our option, a base rate plus an applicable margin. The applicable margin for the term loan credit facility is 5.50% per annum for LIBOR borrowings and 4.50% per annum for base rate borrowings. The applicable margin for the revolving credit facility is to be between 3.00% and 4.50% per annum for LIBOR borrowings and 2.00% and 3.50% per annum for base rate borrowings depending on a total leverage to EBITDA ratio. LIBOR borrowings for the term loan credit facility are subject to a 1.75% floor and base rate borrowings are subject to a 2.75% floor. Upfront fees payable to the lenders under the term loan credit facility were payable in the form of an original issue discount at closing, which was 98%.

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        The following fees apply under the revolving credit facility: (i) an unused line fee of 0.50% per annum, based on the unused portion of the revolving credit facility, subject to decrease to 0.40% based on a total leverage to EBITDA ratio; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit available to be drawn equal to the applicable margin for LIBOR loans; (iii) a letter of credit fronting fee equal to 0.125% per annum on the face amount of each letter of credit available to be drawn; and (iv) certain other customary fees and expenses of the lenders and agents.

        Our term loan credit facility is subject to quarterly amortization payments of 0.25% of the original principal amount thereof with the balance payable at maturity.

        We may voluntarily prepay loans or reduce commitments under our new senior secured credit facilities, in whole or in part, subject to minimum amounts but without premium or penalty, other than in the case of certain repricing transactions with respect to the term loan credit facility, if any, prior to the first anniversary of the closing date thereof, which shall be subject to a 1% premium. If we prepay LIBOR rate loans other than at the end of an applicable interest period, we are required to reimburse lenders for their losses or expenses sustained as a result of such prepayment.

        We must prepay the term loan credit facility with net cash proceeds of asset sales, casualty and condemnation events, incurrence of indebtedness (other than indebtedness permitted to be incurred) and a percentage of excess cash flow based on a total leverage to EBITDA ratio, in each case, subject to certain exceptions such as reinvestment rights. We will be required to make prepayments under our revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the revolving credit facility exceeds the aggregate amount of commitments in respect of the revolving credit facility.

        Our obligations under our new senior secured credit facilities are secured by a first priority security interest in substantially all of our assets and the assets of New Holdco, including capital stock of our subsidiaries, subject to certain exceptions.

        Our obligations under our new senior secured credit facilities are guaranteed by New Holdco and, subject to customary grace periods following our acquisition, will be guaranteed by all of our direct and indirect wholly owned subsidiaries (subject to certain exceptions, including exclusion of any non-U.S. subsidiaries of a U.S. entity).

        Our new senior secured credit facilities contain customary negative covenants, including, but not limited to, restrictions on New Holdco's and its subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify the terms of any junior indebtedness or other indebtedness, enter into transactions with affiliates or change our line of business.

        Our new senior secured credit facilities require us to comply with certain financial maintenance covenants, requiring us to maintain, subject to certain exceptions:

•

a maximum total leverage ratio (which will be the ratio of our consolidated total debt, less a portion of our cash on hand, to Consolidated EBITDA (as defined in the credit agreement)) measured each fiscal quarter and ranging from (i) 4.75 to 1.0 for the fiscal quarter ending December 31, 2010 through the fiscal quarter ending June 30, 2012, (ii) 4.50 to 1.0 for the fiscal quarter ending September 30, 2012 through the fiscal quarter ending December 31, 2013 and (iii) 4.25 to 1.00 for the fiscal quarter ending March 31, 2014 and each fiscal quarter thereafter.

•

a minimum interest coverage ratio (which will be the ratio of Consolidated EBITDA to consolidated interest expense) measured each fiscal quarter and ranging from (i) 2.25 to 1.0 for the fiscal quarter ending December 31, 2010 through the fiscal quarter ending June 30, 2012,

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(ii) 2.50 to 1.0 for the fiscal quarter ending September 30, 2012 through the fiscal quarter ending December 31, 2013 and (iii) 2.75 to 1.00 for the fiscal quarter ending March 31, 2014 through the fiscal quarter ending June 30, 2015, and (iv) 3.00 to 1.00 for the fiscal quarter ending September 30, 2015 and each fiscal quarter thereafter.

        Our new senior secured credit facilities will specify the maximum capital expenditures we may make each year, subject to certain exceptions and the ability to rollover unused amounts.

        Our new senior secured credit facilities contain customary affirmative covenants, including, but not limited to, delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, maintenance of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to books and records by and meetings with the lenders, compliance with applicable laws and regulations, including environmental laws, and further assurances and provision of additional collateral and guarantees. Our new senior secured credit facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, including the notes being offered hereby, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default.

        The above description is only a summary of the material terms of our new senior secured credit facilities. The summary is generalized and incomplete and, as such, subject to and qualified in its entirety by reference to the provisions of the amended and restated senior secured credit agreement governing our new senior secured credit facilities.

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The Exchange Offer

Purpose and effect of the exchange offer

        We and the guarantors of the outstanding notes entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed to use our commercially reasonable best efforts to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes and to complete the exchange offer within 365 days after the date of original issuance of the outstanding notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on December 22, 2010.

        Under the circumstances set forth below, we and the guarantors will use our commercially reasonable best efforts to file and cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and to keep the registration statement effective until the earlier of (A) two years from its effective date and (B) the date on which the notes cease to be "registrable securities" (as defined in the registration rights agreement). The notes will cease to be Registrable Securities (i) when a registration statement with respect to such notes has become effective under the Securities Act and such notes have been exchanged or disposed of pursuant to such registration statement, (ii) when such notes are sold pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not Rule 144A), if following such resale such notes do not bear any restrictive legend relating to the Securities Act and do not bear a restricted CUSIP number, (iii) when such notes cease to be outstanding or (iv) except in the case of notes that (a) otherwise remain Registrable Securities, (b) are held by an initial purchaser and (c) are ineligible to be exchanged in the exchange offer, when the exchange offer is consummated.

        These circumstances include:

•

if any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC do not permit us to effect the exchange offer as contemplated by the registration rights agreement;

•

if the exchange offer for the notes is not consummated within 365 days after the date of issuance of the outstanding notes; or

•

if any initial purchaser of outstanding notes so requests with respect to the outstanding notes held by it that are not eligible to be exchanged for the exchange notes.

        Under the registration rights agreement, if (i) the exchange offer is not completed on or before the date that is 365 days after the issue date of the outstanding notes, (ii) a shelf registration statement is required and the shelf registration statement is not declared effective prior to the later of the 365th day after the issue date of the outstanding notes and the 90th date after our obligation to file the shelf registration statement arises or (iii) a shelf registration statement becomes effective but thereafter ceases to be effective for any reason (any such event, a "Registration Default"), the annual interest rate borne by the outstanding notes will be increased by (i) 0.25% per annum for the first 90-day period immediately following the occurrence of such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until such Registration Default is cured, up to a maximum of 1.00% per annum of additional interest (it being understood that the amount of additional interest shall not be increased solely as a result of the occurrence of more than one Registration Default at any time). A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

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        If you wish to exchange your outstanding notes for exchange notes in the exchange offer, you will be required to make the following written representations:

•

you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 of the Securities Act;

•

you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

•

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

•

you are acquiring the exchange notes in the ordinary course of your business.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see "Plan of distribution."

Resale of exchange notes

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act if:

•

you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

•

you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

•

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

•

you are acquiring the exchange notes in the ordinary course of your business.

        If you are our affiliate or an affiliate of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

•

you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

        This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read "Plan of distribution" for more details regarding the transfer of exchange notes.

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Terms of the exchange offer

        On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. You may only exchange outstanding notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue exchange notes in principal amount identical to outstanding notes surrendered in the exchange offer.

        The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offer, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding notes. For a description of the indenture governing the notes, see "Description of the Exchange Notes."

        The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

        As of the date of this prospectus, $200 million aggregate principal amount of the 10.75% Senior Notes due 2019 are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to such holders' outstanding notes and the registration rights agreement except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement, other than in limited circumstances, described above.

        We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent of the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under "—Conditions to the exchange offer."

        If you tender your outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offer. It is important that you read "—Fees and expenses" below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date, Extensions and Amendments

        As used in this prospectus, the term "expiration date" means 5 p.m., New York City time, on , 2011. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term "expiration date" will mean the latest time and date to which we shall have extended the expiration of the exchange offer.

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        To extend the period of time during which the exchange offer is open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We reserve the right, at our sole discretion:

•

to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offer);

•

to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "—Conditions to the exchange offer" have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and

•

subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in the offer period following notice of the material change.

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the exchange offer

        Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and we may terminate or amend the exchange offer as provided in this prospectus before the expiration date if in our reasonable judgment:

•

the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

•

any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

        In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•

the representations described under "—Purpose and effect of the exchange offer," "—Procedures for tendering outstanding notes" and "Plan of distribution"; or

•

any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

        We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving written notice of such extension to their holders. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

        We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give written notice of any extension,

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amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times before the expiration date.

        In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture governing the notes under the Trust Indenture Act of 1939 (the "TIA").

Procedures for tendering outstanding notes

        To tender your outstanding notes in the exchange offer, you must comply with any of the following:

•

complete, sign and date the letter of transmittal and have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail; or if the letter of transmittal does not require a signature guarantee, deliver the letter of transmittal by mail or facsimile transmission;

•

deliver such letter of transmittal to the exchange agent at the address set forth below under "—Exchange agent" prior to the expiration date; or

•

comply with DTC's Automated Tender Offer Program procedures described below.

        In addition, either:

•

the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

•

the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below and a properly transmitted agent's message prior to the expiration date; or

•

you must comply with the guaranteed delivery procedures described below.

        Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

        The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

        If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on

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your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

•

make appropriate arrangements to register ownership of the outstanding notes in your name; or

•

obtain a properly completed bond power from the registered holder of outstanding notes.

        The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

        Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

•

by a registered holder of the outstanding notes who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding notes, and an eligible guarantor institution must guarantee the signature on the bond power.

        If the letter of transmittal, any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender outstanding notes. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

•

the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent's message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

•

we may enforce that agreement against such participant.

        DTC is referred to herein as a "book-entry transfer facility."

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Acceptance of exchange notes

        In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent's account at the book-entry transfer facility; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By tendering outstanding notes pursuant to the exchange offer, you will represent to us that, among other things:

•

you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

•

you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

•

you are acquiring the exchange notes in the ordinary course of your business.

        In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of distribution."

        We will interpret the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

        Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will we or any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-entry delivery procedures

        Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent's account at the facility in accordance with the facility's procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires

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receipt of a confirmation of a book-entry transfer, a "book-entry confirmation," and an agent's message prior to the expiration date or the guaranteed delivery procedure described below must be complied with. Book-entry tenders will not be deemed made until the book-entry confirmation and agent's message are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

        Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed delivery procedures

        If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC's Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

•

the tender is made through an eligible guarantor institution;

•

prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission (if the notice of guaranteed delivery does not require a signature guarantee), mail, or hand delivery or a properly transmitted agent's message, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or copy thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal or copy (if the letter of transmittal does not require a signature guarantee) thereof and all other documents required by the letter of transmittal, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent's account at DTC and agent's message within three New York Stock Exchange trading days after the expiration date.

        Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Withdrawal rights

        Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice of withdrawal at its address set forth below under "—Exchange agent", such notice of withdrawal may be delivered by facsimile or electronic PDF transmission (if no medallion guarantee is required); or

•

you must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

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        Any notice of withdrawal must:

•

specify the name of the person who tendered the outstanding notes to be withdrawn;

•

identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

•

where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and the signatures in the notice of withdrawal must be guaranteed by an eligible institution unless you are an eligible guarantor institution.

        If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility, including time of receipt of notices of withdrawal, and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under "—Procedures for tendering outstanding notes" above at any time on or prior to the expiration date.

Exchange agent

        Wells Fargo Bank, National Association has been appointed as exchange agent for the exchange offer. You should direct all executed letters of transmittal and any notice of guaranteed delivery, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By registered mail or certified mail:

Wells Fargo Bank, National Association
MAC—N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, Minnesota 55480-1517

By regular mail or overnight courier:

Wells Fargo Bank, National Association
MAC—N9303-121
Corporate Trust Operations
Sixth Street & Marquette Avenue
Minneapolis, Minnesota 55479

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By hand:

Wells Fargo Bank, National Association
Northstar East Building—12th floor
Corporate Trust Operations
608 Second Avenue South
Minneapolis, Minnesota 55479

Facsimile transmission (eligible institutions only):

(612) 667-6282

For information or to confirm receipt of facsimile by telephone (call toll-free):

(800) 344-5128

If you deliver the letter of transmittal or the notice of guaranteed delivery to an address other than the one set forth above or transmit instructions via facsimile (if the letter of transmittal or the notice of guaranteed delivery does not require a signature guarantee) to a number other than the one set forth above, that delivery or those instructions will not be effective.

Fees and expenses

        The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses as well as the fees and reasonable expenses of its counsel. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

        We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting treatment

        We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will record the expenses of the exchange offer as incurred.

Transfer taxes

        We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

•

tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

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•

a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

        If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

        Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of failure to exchange

        If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

•

as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•

as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

        In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

        Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take. We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through a subsequent exchange offer or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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Description of the Exchange Notes

        You can find definitions of certain terms used in this description under the heading "Certain Definitions." In this description, the term "Issuer" refers to Res-Care, Inc. and not to any of its Subsidiaries and the terms "we," "our" and "us" each refer to Res-Care, Inc. and its consolidated Subsidiaries. We refer to the outstanding notes and the exchange notes collectively as the "notes." We issued the outstanding notes and will issue the exchange notes described in this prospectus under an Indenture, dated as of December 22, 2010 (the "Indenture"), among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the "Trustee"). The Indenture is subject to and governed by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The terms of the notes include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Certain defined terms used in this description but not defined below under "Certain Definitions" have the meanings assigned to them in the Indenture.

        This description of the notes is intended to be a useful overview of the material provisions of the notes and the Indenture. Since this description is only a summary, you should refer to the Indenture for a complete description of our obligations and your rights. The Indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. Copies of the Indenture and the registration rights agreement are available upon request.

Terms of the notes

        The notes are senior, unsecured obligations of the Issuer and will mature on January 15, 2019. Each note will bear interest at a rate per annum shown on the cover of this prospectus from December 22, 2010 or from the most recent date to which interest has been paid or provided for payable semi-annually to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date on January 15 and July 15 of each year, commencing July 15, 2011. Interest will be calculated based upon a 360-day year comprised of twelve 30-day months.

        Additional interest will be payable with respect to the notes in certain circumstances if the Issuer does not consummate the exchange offer (or shelf registration, if applicable) as further described under the heading "The Exchange Offer."

Optional redemption

        On and after January 15, 2015, the Issuer may redeem the notes, at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each holder's registered address or otherwise in accordance with the procedures of The Depository Trust Company ("DTC"), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth below:

Period	Redemption price
2015		105.375	%
2016		102.688	%
2017 and thereafter		100.000	%

        In addition, at any time prior to January 15, 2015, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each holder's registered address or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest,

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if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2014, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, to the extent the net cash proceeds thereof are contributed to the common or preferred equity capital (other than Disqualified Stock) of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of principal amount thereof) of par plus 10.75% plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed to each holder of notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

        In connection with any redemption of notes (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Issuer's discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

        Subject to applicable federal and state securities laws, the Issuer or its affiliates may at any time and from time to time purchase notes or our other indebtedness. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such affiliates may determine.

Selection

        In the case of any partial redemption, selection of the notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed, pro rata or by lot or such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements and the procedures of DTC); provided, that the Trustee shall not select notes for redemption which would result in a holder of notes with a principal amount of notes less than the minimum denomination. If any note is to be redeemed in part only, the notice of redemption relating to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption so long as the Issuer has deposited with the paying agent funds sufficient to pay the principal of, premium (if any), plus accrued and unpaid interest and additional interest (if any) on, the notes to be redeemed.

Ranking

        The indebtedness evidenced by the notes will be unsecured senior Indebtedness of the Issuer, will be equal in right of payment to all existing and future senior indebtedness of the Issuer, will be

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effectively junior in right of payment to all secured Indebtedness of the Issuer to the extent of the value of the collateral securing such indebtedness and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer.

        The indebtedness evidenced by the Note Guarantees will be unsecured senior Indebtedness of the applicable Note Guarantor, will be equal in right of payment to all existing and future senior Indebtedness of such Note Guarantor, will be effectively junior in right of payment to all secured Indebtedness of such Note Guarantor to the extent of the value of the collateral securing such Indebtedness and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Note Guarantor.

        As of December 31, 2010, after giving effect to the Transactions and the repurchase or satisfaction and discharge of the outstanding principal balance of the 2013 Notes, the Issuer and its Restricted Subsidiaries had approximately $406.6 million of indebtedness outstanding (excluding approximately $67.6 million of issued but undrawn letters of credit and approximately $207.4 million of availability under our revolving credit facility).

        Although the Indenture will limit the Incurrence of Indebtedness and the issuance of Disqualified Stock by the Issuer and its Restricted Subsidiaries and the issuance of Preferred Stock by its Restricted Subsidiaries, such limitation is subject to a number of significant qualifications and exceptions. Under certain circumstances, the Issuer and its Restricted Subsidiaries may be able to incur substantial amounts of Indebtedness, which may include secured Indebtedness. See "—Certain covenants—Liens" and "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock."

Note guarantees

        Each of the Issuer's Restricted Subsidiaries that are borrowers or guarantors under the Credit Agreement will jointly and severally irrevocably and unconditionally guarantee the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the notes, whether for payment of principal of, premium, if any, or interest or additional interest on the notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Note Guarantors being herein called the "Guaranteed Obligations").

        Each Note Guarantee of a Note Guarantor will rank:

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equally in right of payment with all existing and future senior Indebtedness of such Note Guarantor;

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senior in right of payment to all existing and future Subordinated Indebtedness of such Note Guarantor, if any;

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junior in right of payment to all secured Indebtedness of such Note Guarantor to the extent of the value of the collateral securing such Indebtedness; and

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structurally subordinated to any Indebtedness or Obligations of any of such Note Guarantor's non-Guarantor Subsidiaries.

        Each Note Guarantee will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Note Guarantor without rendering the Note Guarantee, as it relates to such Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See "Risk factors—Risk related to the notes—Fraudulent conveyance laws may permit courts to void the guarantors guarantee of the notes in specific circumstances, which would interfere with the payment under the guarantors' guarantees." The Issuer will cause each Restricted Subsidiary (unless such Subsidiary is already a Note Guarantor) that guarantees the Credit Agreement or any other capital markets debt securities of the

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Issuer or any Note Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee payment of the notes on the same senior basis. See "—Certain covenants—Future guarantors."

        Each Note Guarantee will be a continuing guarantee and, subject to the next succeeding paragraph, shall:

        (1)   remain in full force and effect until payment in full of all the Guaranteed Obligations;

        (2)   be binding upon each such Note Guarantor and its successors; and

        (3)   inure to the benefit of and be enforceable by the Trustee, the holders and their successors, transferees and assigns.

        A Note Guarantee of a Note Guarantor will be automatically released and discharged upon:

        (a)   the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Note Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Note Guarantor if such sale, disposition or other transfer is made in compliance with the Indenture,

        (b)   the Issuer designating such Note Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under "—Certain covenants—Limitation on restricted payments" and the definition of "Unrestricted Subsidiary,"

        (c)   the release or discharge of the guarantee by such Note Guarantor of the Credit Agreement and the guarantee of, or the repayment of, the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the notes, except if a release or discharge is by or as a result of payment under such other guarantee,

        (d)   the Issuer's exercise of its legal defeasance option or covenant defeasance option as described under "—Defeasance," or if the Issuer's obligations under the Indenture are discharged in accordance with the terms of the Indenture, or

        (e)   upon the release or discharge of all other Guarantees by such Guarantor of Indebtedness of the Issuer or any other Guarantor, except if a release or discharge is by or as a result of payment under such other guarantees.

        Our non-guarantor subsidiaries accounted for approximately 1% of our revenues for the twelve months ended December 31, 2010 and approximately 9% of our total assets as of December 31, 2010. As of December 31, 2010, after giving effect to the Transactions and the repurchase or satisfaction and discharge of the outstanding principal balance of the 2013 Notes, our non-guarantor subsidiaries would have had approximately $3.9 million of indebtedness outstanding for borrowed money which is structurally senior to the notes offered hereby.

Change of control

        Upon the occurrence of any of the following events (each, a "Change of Control"), each holder will have the right to require the Issuer to repurchase all or any part of such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to

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receive interest due on the relevant interest payment date), except to the extent the Issuer has previously elected to redeem notes as described under "—Optional redemption":

        (1)   the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or

        (2)   the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer, or any direct or indirect parent of the Issuer.

        Notwithstanding the foregoing, no Specified Merger/Transfer Transaction, as described under "—Merger, consolidation or sale of all or substantially all assets," shall constitute a Change of Control.

        Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the notes as described under "—Optional redemption," the Issuer shall send electronically or mail a notice (a "Change of Control Offer") to each holder with a copy to the Trustee describing:

        (1)   that a Change of Control has occurred and that such holder has the right to require the Issuer to purchase such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

        (2)   the transaction or transactions that constitute a Change of Control;

        (3)   the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and

        (4)   the instructions determined by the Issuer that a holder must follow in order to have its notes purchased.

        The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

        A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control.

        The Issuer will comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of such covenant, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this paragraph by virtue of such compliance.

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        The provisions under the Indenture relating to the Issuer's obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

        The Credit Agreement provides, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may provide, that certain change of control events with respect to the Issuer would constitute a default or require a prepayment thereunder (including events that would constitute a Change of Control under the Indenture). If we experience a change of control event that triggers a default or prepayment under the Credit Agreement or any such future Indebtedness, we could seek a waiver of such default or prepayment provision or seek to refinance the Credit Agreement or such future Indebtedness. In the event we do not obtain such a waiver or refinance the Credit Agreement or such future Indebtedness, such default could result in amounts outstanding under the Credit Agreement or such future Indebtedness being declared due and payable.

        Our ability to pay cash to the holders of notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

        The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Certain covenants—Liens." Such restrictions in the Indenture can be waived only with the consent of the holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

        The definition of "Change of Control" includes a disposition of all or substantially all of the assets of the Issuer to any Person. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of notes may require the Issuer to make an offer to repurchase the notes as described above.

Certain covenants

        Set forth below are summaries of certain covenants contained in the Indenture. If on any date following the Issue Date (i) the notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event"), the Issuer and its Restricted Subsidiaries will not be subject to the following covenants or provisions (collectively, the "Suspended Covenants"):

        (1)   "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

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        (2)   "—Limitation on restricted payments";

        (3)   "—Dividend and other payment restrictions affecting subsidiaries";

        (4)   "—Asset sales";

        (5)   "—Transactions with affiliates";

        (6)   clause (4) of the first paragraph of "—Merger, consolidation or sale of all or substantially all assets"; and

        (7)   "—Future guarantors."

        In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events.

        The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period." Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero. The Guarantees of the Note Guarantors will be suspended during the Suspension Period. In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the Indenture with respect to notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described under the caption "—Limitation on restricted payments" had been in effect prior to, but not during, the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to clause (c) of the second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock." In addition, for purposes of the covenant described under "—Transactions with affiliates," all agreements and arrangements entered into by the Issuer or any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of the covenant described under "—Dividend and other payment restrictions affecting subsidiaries," all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date.

        In addition, during any Suspension Period, the Issuer and its Restricted Subsidiaries will not be subject to the covenant described under "Change of control;" provided that for purposes of determining the applicability of this covenant, the Reversion Date shall be defined as the date that (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating and/or (b) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the notes below an Investment Grade Rating. On and after the Reversion Date as defined with respect to the covenant described under "Change of control," the Issuer and its Restricted Subsidiaries will thereafter again be subject to the such covenant under the Indenture including, without limitation, with respect to a proposed transaction described in clause (b) of this paragraph.

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        The Issuer shall provide an Officer's Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer's and its Subsidiaries future compliance with their covenants or (iii) notify the holders of any Covenant Suspension Event or Reversion Date.

        Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.    The Indenture provides that:

        (1)   The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

        (2)   The Issuer will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock;

provided , however, that the Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not Note Guarantors shall not exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets of the Issuer and its Restricted Subsidiaries at any one time outstanding pursuant to this paragraph.

        The foregoing limitations will not apply to (collectively, "Permitted Debt"):

        (a)   the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under any Credit Agreement and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount not to exceed $340.0 million outstanding at any one time; provided that the Issuer and its Restricted Subsidiaries may Incur up to $85.0 million of additional Indebtedness under any Credit Agreement to satisfy obligations under drawn letters of credit;

        (b)   the Incurrence by the Issuer and the Note Guarantors of Indebtedness represented by the notes (not including any additional notes) and the Note Guarantees, as applicable (and any exchange notes and guarantees thereof);

        (c)   Indebtedness and Preferred Stock existing on the Issue Date (other than Indebtedness described in clauses (a) and (b));

        (d)   Indebtedness (including without limitation Capitalized Lease Obligations, mortgage financings or purchase money obligations) Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries to finance, all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets

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used or useful in the business of the Issuer or its Restricted Subsidiaries or in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount, including all Indebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (d), not to exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets of the Issuer and its Restricted Subsidiaries at the time of Incurrence, at any one time outstanding;

        (e)   Indebtedness in respect of any bankers' acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

        (f)    Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary of the Issuer providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or a Subsidiary of the Issuer in accordance with the terms of the Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

        (g)   Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to any current, future or former director, officer, consultant or employee of the Issuer, the direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer (or any of their Affiliates), or their estates or the beneficiaries of such estates to finance the purchase, redemption, acquisition or retirement for value of Equity Interests to the extent described in clause (2) of the second paragraph of the covenant described under the caption "—Limitation on restricted payments;"

        (h)   shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock;

        (i)    Indebtedness or Disqualified Stock of the Issuer or a Restricted Subsidiary to another Restricted Subsidiary or to the Issuer; provided that if the Issuer or a Note Guarantor Incurs such Indebtedness or issues such Disqualified Stock to a Restricted Subsidiary that is not a Note Guarantor, such Indebtedness or Disqualified Stock, as applicable, is subordinated in right of payment to the Note Guarantee of such Note Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness or Disqualified Stock, as applicable, ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock, as applicable, (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness or Disqualified Stock, as applicable;

        (j)    Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

        (k)   obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of workers' compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance

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obligations or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims, performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

        (l)    Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (l), does not exceed $35.0 million at any one time outstanding;

        (m)  any guarantee by the Issuer or its Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of the Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the notes or the Note Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Note Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Note Guarantor's Note Guarantee with respect to the notes substantially to the same extent as such Indebtedness is subordinated to the notes or the Note Guarantee of such Restricted Subsidiary, as applicable;

        (n)   the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock that serves to refund, refinance, replace or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under the first paragraph of this covenant and clauses (b), (c), (g), (n), (q), (t) and (u) of this paragraph or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums, fees and expenses in connection therewith (subject to the following proviso, "Refinancing Indebtedness") prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

        (1)   has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced;

        (2)   if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;

        (3)   to the extent such Refinancing Indebtedness refinances (x) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness, or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;

        (4)   is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus (y) the amount of premium, fees and expenses Incurred in connection with such refinancing; and

        (5)   shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Note Guarantor that refinances Indebtedness of the Issuer or a Note Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

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        (o)   (x) Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business; and (y) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within fifteen Business Days of its Incurrence;

        (p)   Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer supported by a letter of credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

        (q)   Contribution Indebtedness;

        (r)   Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

        (s)   Indebtedness of Foreign Subsidiaries of the Issuer that are not Note Guarantors in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets at any one time outstanding;

        (t)    Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

        (u)   (x) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary incurred to finance an acquisition or (y) Acquired Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer; provided that, in either case, after giving effect to the transactions that result in the incurrence or issuance thereof, on a pro forma basis, either (a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (b) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be less than immediately prior to such transactions; provided, however, that on a pro forma basis, no more than $50.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred or issued by a Restricted Subsidiary of the Issuer that is not a Note Guarantor pursuant to this clause (u) shall be incurred or issued and outstanding;

        (v)   Indebtedness incurred by the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes;

        (w)  Guarantees (a) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under the Indenture;

        (x)   Indebtedness incurred in connection with Sale/Leaseback Transactions not to exceed $25 million at any one time outstanding, and any refinancing, refunding, renewal or extension of any such Indebtedness, provided that, except to the extent otherwise permitted hereunder, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and the direct and contingent obligors with respect to such Indebtedness are not changed; and

        (y)   Indebtedness representing deferred compensation to employees of the Issuer (or any direct or indirect parent of the Issuer) and its Restricted Subsidiaries incurred in the ordinary course of business.

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        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Issuer shall, in its sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant, provided that all Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (a) , but the Issuer shall be permitted to reclassify all or any portion of such Indebtedness. Accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Note Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness, provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.

        The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

        Limitation on restricted payments.    The Indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any distribution on account of the Issuer's or any of its Restricted Subsidiaries' Equity Interests, including any payment made in connection with any merger or consolidation involving the Issuer (other than dividends, payments or distributions (A) payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or to the Issuer and its Restricted Subsidiaries; or (B) by a Restricted Subsidiary or the Issuer so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

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        (2)   purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any other direct or indirect parent of the Issuer;

        (3)   make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (h) and (i) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"); or

        (4)   make any Restricted Investment;

        (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

        (a)   no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

        (b)   immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; and

        (c)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to Refunding Capital Stock (as defined below)), (6), (8), (13)(b) and (16) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of, without duplication:

        (1)   50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from October 1, 2010 to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus

        (2)   100% of the aggregate net proceeds, including cash and the Fair Market Value of marketable securities or other assets other than cash, received by the Issuer after the Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent of the Issuer (excluding (without duplication) Refunding Capital Stock, Designated Preferred Stock, Cash Contribution Amount, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon conversion of Indebtedness or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries); plus

        (3)   100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value of marketable securities or other property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock and Disqualified Stock and the Cash Contribution Amount); plus

        (4)   the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, of the Issuer or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified

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Stock issued to the Issuer or another Restricted Subsidiary) that has been converted into or exchanged for Equity Interests in the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock); plus

        (5)   100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value of marketable securities or other property other than cash received by the Issuer or any Restricted Subsidiary from:

        (A)  the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Subsidiaries) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (7) of the next succeeding paragraph);

        (B)  the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary; or

        (C)  any distribution or dividend from an Unrestricted Subsidiary (to the extent such distribution or dividend is not already included in the calculation of Consolidated Net Income); plus

        (6)   in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has been merged or consolidated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, in each case after the Issue Date, the Fair Market Value of the Investment of the Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (7) of the next succeeding paragraph or constituted a Permitted Investment), plus

        (7)   without duplication, in the event the Issuer or any Restricted Subsidiary of the Issuer makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Issuer, an amount equal to the fair market value of the existing Investment in such Person that was previously treated as a Restricted Payment.

        The foregoing provisions will not prohibit:

        (1)   the payment of any dividend or distribution or consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of the Indenture;

        (2)(a)  the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Retired Capital Stock") of the Issuer or any direct or indirect parent of the Issuer or any Note Guarantor or Subordinated Indebtedness of the Issuer or any Note Guarantor in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to the Issuer or any Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) (collectively, including any such contributions, "Refunding Capital Stock"); and

        (b)   (i) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of

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Refunding Capital Stock (ii) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount no greater than the aggregate amount per year of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement;

        (3)   the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Note Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Note Guarantor that is Incurred in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" so long as

        (a)   the principal amount of such new Indebtedness does not exceed the principal amount (or accredited value, if applicable) of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value (plus the amount of any premium to be paid plus any fees and expenses Incurred in connection therewith);

        (b)   such Indebtedness is subordinated to the notes or the related Note Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

        (c)   such Indebtedness has a final scheduled maturity date no earlier than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

        (d)   such Indebtedness has a Weighted Average Life to Maturity that is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

        (4)   the purchase, retirement, redemption or other acquisition (or dividends to any direct or indirect parent of the Issuer to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director or consultant of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer or their estates or the beneficiaries of such estates pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other similar agreement or arrangement, including any Equity Interests rolled over by management of the Issuer in connection with the Transaction; provided, however, that the aggregate amounts paid under this clause (4) do not exceed $10.0 million in any calendar year (which shall increase to $20.0 million in any calendar year subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent of the Issuer); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

        (a)   the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to members of management, directors or consultants of the Issuer and its Restricted Subsidiaries or any other direct or indirect parent of the Issuer that occurs after the Issue Date (to the extent such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend have not otherwise been applied to the payment of Restricted Payments under clause (c) of the immediately preceding paragraph); plus

        (b)   the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) and its Restricted

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Subsidiaries after the Issue Date (provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any calendar year); in addition, cancellation of Indebtedness owing to the Issuer from any current or former officer, director or employee (or any permitted transferees thereof) of the Issuer or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Issuer from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture;

        (5)   the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries and any Preferred Stock of any of its Restricted Subsidiaries issued or Incurred in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualifieds and preferred stock";

        (6)   (a) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date, (b) the declaration and payment of dividends to the Issuer or any direct or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer issued after the Issue Date; provided, however, that the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date and (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph; provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would have been at least 2.00 to 1.00;

        (7)   Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (7) that are at that time outstanding, not to exceed $35.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

        (8)   the declaration and payment of dividends on the Issuer's common stock (or the payment of dividends to any direct or indirect parent of the Issuer to fund the payment by any direct or indirect parent of the Issuer of dividends on such entity's common stock) of up to 6.0% per annum of the net proceeds received by the Issuer from any public offering of common stock or contributed to the Issuer or any direct or indirect parent of the Issuer from any public offering of common stock;

        (9)   Restricted Payments that are made with Excluded Contributions;

        (10) other Restricted Payments in an aggregate amount not to exceed $25.0 million at any one time outstanding;

        (11) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to, the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries;

        (12) [Reserved];

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        (13) the payment of dividends, other distributions or other amounts to, or the making of loans to any direct or indirect parent of the Issuer, in the amount required for such entity to, if applicable:

        (a)   pay amounts equal to the amounts required for any direct or indirect parent of the Issuer to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, reasonable and customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of the Issuer or any direct or indirect parent of the Issuer, if applicable, and reasonable and customary general corporate operating and overhead expenses of any direct or indirect parent of the Issuer, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Issuer, if applicable, and its Subsidiaries; and

        (b)   pay, if applicable, amounts equal to amounts required for any direct or indirect parent of the Issuer, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by, and is considered Indebtedness of, the Issuer or any of its Restricted Subsidiaries Incurred in accordance with the covenant described under "Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; and

        (c)   federal, state and local income taxes due and owing by the Issuer, to the extent such income taxes are paid by such parent;

        (d)   pay fees and expenses Incurred by any direct or indirect parent, other than to Affiliates of the Issuer, related to any unsuccessful equity or debt offering of such parent; and

        (e)   payments to the Sponsor (i) pursuant to the Management Agreement or any amendment thereto (so long as such amendment is not less advantageous to the holders of the notes in any material respect than the Management Agreement) or (ii) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, in each case to the extent permitted under clauses (11) and (12) of the covenant "—Transactions with affiliates";

        (14) (i) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

        (15) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

        (16) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Issuer and its Restricted Subsidiaries pursuant to provisions similar to those described under "—Change of control" and "—Asset sales"; provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Issuer (or a third party to the extent permitted by the Indenture) have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be;

        (17) any joint venture may make Restricted Payments required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Equity Interests;

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        (18) any Restricted Payments made in connection with the consummation of the Transactions, including payments made after the Issue Date;

        (19) Restricted Payments made after the Issue Date to repurchase or redeem the 2013 Notes;

        (20) the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Issuer;

        (21) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries and preferred stock of any Restricted Subsidiary issued or incurred in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; and

        (22) payments or distributions, in the nature of satisfaction of dissenters' rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Issuer;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6), (7), (8), (10), (11), (16) and (21), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

        The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of "Investments." Such designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

        For purposes of the covenant described above, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of "Permitted Investments," the Issuer may divide and classify such Investment or Restricted Payment in any manner that complies with this covenant and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

        Dividend and other payment restrictions affecting subsidiaries.    The Indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

        (a)(i)  pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

        (b)   make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

        (c)   sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;

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        except in each case for such encumbrances or restrictions existing under or by reason of:

        (1)   contractual encumbrances or restrictions in effect or entered into or existing on the Issue Date, including pursuant to the Credit Agreement and related documentation;

        (2)   the Indenture, the notes and any exchange notes and guarantees thereof;

        (3)   applicable law or any applicable rule, regulation or order;

        (4)   any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

        (5)   contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;

        (6)   restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (7)   customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements;

        (8)   purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

        (9)   customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;

        (10) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

        (11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date pursuant to the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer's ability to make anticipated principal or interest payment on the notes (as determined by the Issuer in good faith);

        (12) any Restricted Investment not prohibited by the covenant described under "—Limitation on restricted payments" and any Permitted Investment;

        (13) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof;

        (14) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and

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        (15) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

        For purposes of determining compliance with this covenant (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

        Asset Sales.    The Indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless:

        (1)   the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; and

        (2)   except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

        (a)   any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, or as would be shown on such balance sheet or notes if such liability was incurred subsequent to the date of such balance sheet) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement that releases or indemnifies the Issuer or such Restricted Subsidiary, as the case may be, from further liability, or that are assumed or released as a matter of law;

        (b)   any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and

        (c)   any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets, at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value);

        (d)   shall each be deemed to be Cash Equivalents for the purposes of this provision.

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        Within 390 days after the Issuer's or any Restricted Subsidiary's receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Cash Proceeds from such Asset Sale, at its option:

        (1)   to repay Indebtedness, other than any Disqualified Stock or Subordinated Indebtedness (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) (provided that (x) to the extent that the terms of such Indebtedness, other than any capital markets debt securities, require that such Indebtedness is repaid with the Net Cash Proceeds of Asset Sales prior to repayment of other Indebtedness, the Issuer shall be entitled to repay such other Indebtedness prior to repaying the Obligations under the notes and (y) subject to the foregoing clause (x), if the Issuer or any Note Guarantor shall so reduce Indebtedness, the Issuer will equally and ratably reduce Obligations under the notes by redeeming notes as provided under "—Optional redemption," through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of notes);

        (2)   to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary), assets, or property or capital expenditures, in each case used or useful in a Similar Business;

        (3)   to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary), properties or assets that replace the businesses, properties and assets that are the subject of such Asset Sale;

        (4)   to repay Indebtedness and other obligations of a Restricted Subsidiary that is not a Note Guarantor, other than Indebtedness owed to the Issuer or a Note Guarantor; or

        (5)   any combination of the foregoing.

provided that the Issuer and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clauses (2) and (3) of this paragraph if and to the extent that, within 390 days after the Asset Sale that generated the Net Cash Proceeds, the Issuer has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Similar Business, make an Investment in replacement assets or make a capital expenditure in compliance with the provision described in clauses (2) and (3) of this paragraph, and that acquisition, purchase or capital expenditure is thereafter completed within 180 days after the end of such 390-day period.

        Pending the final application of any such Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in any manner not prohibited by the Indenture. Any Net Cash Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the preceding paragraph (it being understood that any portion of such Net Cash Proceeds used to make an offer to purchase notes, as described in clause (1) above, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer to all holders of notes (and, at the option of the Issuer, to holders of any other Indebtedness, other than any Disqualified Stock or Subordinated Indebtedness) (an "Asset Sale Offer") to purchase the maximum principal amount of notes (and such other Indebtedness), that is at least $2,000 and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such other Indebtedness was

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issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such other Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $25.0 million by mailing or electronically sending the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes (and such other Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes (and such other Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the notes to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuer may satisfy the foregoing obligations with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to the expiration of the relevant 390 days or with respect to Excess Proceeds of $25.0 million or less.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

        If more notes (and such other Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such notes for purchase will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or if such notes are not so listed, on a pro rata basis or by lot or such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements and the procedures of DTC); provided that no notes of $2,000 or less shall be purchased in part. Selection of such other Indebtedness will be made pursuant to the terms of such other Indebtedness.

        Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or sent electronically, at least 30 but not more than 60 days before the purchase date to each holder of notes at such holder's registered address. If any note is to be purchased in part only, any notice of purchase that relates to such note shall state the portion of the principal amount thereof that has been or is to be purchased.

        Transactions with affiliates.    The Indenture provides that the Issuer will not, and will not permit any Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction") involving aggregate consideration in excess of $1.0 million, unless:

        (a)   such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer or

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any direct or indirect parent of the Issuer approving such Affiliate Transaction and set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (a) of this paragraph.

        The foregoing provisions will not apply to the following:

        (1)(a)  transactions between or among the Issuer and/or any of the Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of any direct parent company of the Issuer, provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose;

        (2)(a)  Restricted Payments permitted by the provisions of the Indenture described above under the covenant "—Limitation on restricted payments" and (b) Permitted Investments;

        (3)   the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary or any direct or indirect parent of the Issuer;

        (4)   transactions in which the Issuer or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

        (5)   payments or loans (or cancellation of loans, advances or guarantees) or advances to employees or consultants of the Issuer, Holdings or any Restricted Subsidiary or guarantees in respect thereof for bona fide business purposes of the Issuer in the ordinary course of business;

        (6)   any agreement as in effect as of the Issue Date and any amendment thereto or any transaction contemplated thereby; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any such future amendment to any such existing agreement entered into after the Issue Date shall only be permitted by this clause (6) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, are not otherwise more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the Issue Date;

        (7)   the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date;

        (8)(a)  transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to the Issuer and the Restricted Subsidiaries in the reasonable determination of the Issuer, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures

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or Unrestricted Subsidiaries on commercially reasonable terms entered into in the ordinary course of business;

        (9)   any transaction effected as part of a Qualified Receivables Financing;

        (10) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Issuer;

        (11) the payment of annual management, consulting, monitoring and advisory fees to the Sponsor pursuant to the Management Agreement to the Sponsor in an aggregate amount in any fiscal year not to exceed $1.0 million, plus all out-of-pocket reasonable expenses Incurred by the Sponsor or any of its Affiliates in connection with the performance of management, consulting, monitoring, advisory or other services with respect to the Issuer and its Restricted Subsidiaries (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Management Agreement not to exceed the amount set forth in the Management Agreement as in effect on the Issue Date or any amendment, supplement or modification thereto (so long as any such amendment, supplement or modification is not materially adverse to the holders as determined in good faith by the Issuer);

        (12) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Issuer or any direct or indirect parent of the Issuer in good faith and are in each case reasonable and customary in type and amount;

        (13) any contribution to the capital of the Issuer or any Restricted Subsidiary;

        (14) transactions permitted by, and complying with, the provisions of the covenant described under "—Merger, consolidation or sale of all or substantially all assets;"

        (15) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other Person;

        (16) pledges of Equity Interests of Unrestricted Subsidiaries;

        (17) any employment or severance agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

        (18) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith;

        (19) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause 13(c) of the second paragraph of the covenant described under "—Limitation on restricted payments";

        (20) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions;

        (21) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Issuer or any of its Restricted Subsidiaries with current, former or future officers and employees of the Issuer or any of its Restricted Subsidiaries

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and the payment of compensation to, and indemnity provided on behalf of, officers and employees of the Issuer or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

        (22) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Equity Interests in, or control, such Person entered into in the ordinary course of business;

        (23) transactions pursuant to any contracts, instruments or other agreements or arrangements in each case as in effect on the date of the Indenture, and any transactions contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuer and its Restricted Subsidiaries at the time executed than the original agreement or arrangement as in effect on the date of the Indenture; and

        (24) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally.

        Liens.    The Indenture provides that the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) on any asset or property of the Issuer or such Restricted Subsidiary.

        Reports and other information.    The Indenture provides that notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer will file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC):

        (1)   within 90 days after the end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form);

        (2)   within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); and

        (3)   promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form);

provided, however, that the Issuer shall not be so obligated to file such reports with the SEC prior to the date that it files a registration statement with the SEC, or in the event that the SEC does not permit such filing, in which event the Issuer will put such information on its website, in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that until such time as the Issuer is subject to Section 13

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or 15(d) of the Exchange Act: (a) such reports shall not be required to contain any exhibit, or comply with (i) Item 10(e) of Regulation S-K promulgated by the SEC or (ii) Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC; and (b) such reports shall not be required to contain the separate financial statements contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. In addition, annual and quarterly reports provided pursuant to clauses (1) and (2) above shall include in footnote form, condensed consolidating financial information together with separate columns for: (i) the Issuer; (ii) the Note Guarantors on a combined basis; (iii) any other Subsidiaries of the Issuer on a combined basis; (iv) consolidating adjustments; and (v) the total consolidated amounts.

        In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders of the notes if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, the requirements of this covenant shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the notes or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in the first paragraph of this covenant.

        The Issuer will also hold quarterly conference calls for the holders of the notes to discuss financial information for the previous quarter; provided that the Issuer will not be required to hold any such conference call if the Issuer has determined, based on the advice of its counsel, that the holding of such conference call is not in the best interest of the Issuer and presents a material risk to the Issuer with respect to its filings with the SEC or the timing of any potential securities offering.

        In the event that any direct or indirect parent of the Issuer is or becomes a Note Guarantor, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent.

        Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (5) under "—Defaults" until 120 days after the date any report hereunder is due.

        Future guarantors.    The Indenture provides that if the Issuer acquires or creates any Restricted Subsidiary after the Issue Date (unless such Subsidiary is a Foreign Subsidiary that is not a guarantor under the Credit Agreement nor any capital markets debt of the Issuer or a Note Guarantor, a Receivables Subsidiary or is already a Note Guarantor) that guarantees any Indebtedness of the Issuer or any Note Guarantor, the Issuer shall cause such Subsidiary, within 30 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will become a Note Guarantor under the Indenture governing the notes.

        Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such

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Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

        Each Note Guarantee shall be released in accordance with the provisions of the Indenture described under "—Note guarantees."

Merger, consolidation or sale of all or substantially all assets

        The Indenture provides that the Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

        (1)   the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called the "Successor Company") and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under such laws;

        (2)   the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under the Indenture and the notes pursuant to supplemental indentures or other documents or instruments;

        (3)   immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

        (4)   immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either:

        (a)   the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; or

        (b)   the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would not be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

        (5)   if the Successor Company is other than the Issuer, each Note Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person's obligations under the Indenture and the notes; and

        (6)   the Issuer shall have delivered to the Trustee an Officer's Certificate and an opinion of counsel stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with the Indenture.

        The Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under the Indenture and the notes, and in such event the Issuer will automatically be released and discharged from its obligations under the Indenture and the notes. The foregoing clauses (3) and (4) will not apply to (a) any merger, consolidation or sale, assignment, lease, transfer, conveyance or

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other disposition of assets between or among the Issuer, any of its Restricted Subsidiaries and/or any of the Note Guarantors or (b) any merger between the Issuer and an Affiliate of the Issuer, or between a Restricted Subsidiary and an Affiliate of the Issuer, in each case in this clause (b) solely for the purpose of reincorporating or reorganizing the Issuer or such Restricted Subsidiary, as the case may be, in another state of the United States, the District of Columbia or any territory of the United States (any transaction described in this sentence, a "Specified Merger/Transfer Transaction").

        The Indenture further provides that subject to certain limitations in the Indenture governing release of a Note Guarantee upon the sale or disposition of the Issuer or its Restricted Subsidiary that is a Note Guarantor (other than to the Issuer), each Note Guarantor will not, and the Issuer will not permit any Note Guarantor to, consolidate or merge with or into or wind up into (whether or not such Note Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (herein called the "Successor Guarantor") (other than the Transactions) unless:

        (1)   immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries that are Restricted Subsidiaries as a result of such transactions as having been Incurred by the Successor Guarantor or such Subsidiary that is a Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and

        (2)   either:

        (a)   such sale or disposition or consolidation or merger is not in violation of the covenant described under "—Certain covenants—Asset sales"; or

        (b)   the Successor Guarantor formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and assumes all the obligations of that Note Guarantor the Indenture, its Note Guarantee and the notes pursuant to supplemental indenture or other documents or instruments;

        (3)   the Successor Guarantor (if other than such Note Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer's Certificate and an opinion of counsel stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

        Subject to certain limitations described in the Indenture, the Successor Guarantor will succeed to, and be substituted for, such Note Guarantor under the Indenture and such Note Guarantor's Note Guarantee, and such Note Guarantor will automatically be released and discharged from its obligations under the Indenture and such Note Guarantor's Note Guarantee. Notwithstanding the foregoing, (1) a Note Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Note Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Note Guarantor is not increased thereby, (2) a Note Guarantor may merge or consolidate with another Note Guarantor or the Issuer and (3) a Note Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Note Guarantor.

        Notwithstanding the foregoing, the merger of each of Onex Rescare Acquisition LLC and Onex Rescare Holdco II, LLC with and into the Issuer, with the Issuer, in each case, as the surviving corporation, is permitted without compliance with this "Merger, consolidation or sale of all or substantially all assets" covenant.

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Defaults

        An Event of Default will be defined in the Indenture with respect to a series of notes as:

        (1)   a default in any payment of interest on any note of such series when the same becomes due and payable and such default continues for a period of 30 days;

        (2)   a default in the payment of principal or premium, if any, of any note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

        (3)   failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions described under the caption "—Merger, consolidation or sale of all or substantially all assets;"

        (4)   failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions described under the caption "—Change of control" for 30 days after written notice by the trustee or holders representing 30% or more of the aggregate principal amount of notes outstanding;

        (5)   the failure by the Issuer or any of its Restricted Subsidiaries to comply for 60 days after written notice by the trustee or holders representing 30% or more of the aggregate principal amount of notes outstanding, with its other agreements contained in the notes or the Indenture;

        (6)   the failure by the Issuer or any Significant Subsidiary of the Issuer to pay any Indebtedness (other than Indebtedness owing to the Issuer or its Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $35.0 million or its foreign currency equivalent (the "cross acceleration provision");

        (7)   certain events of bankruptcy or insolvency of the Issuer or a Significant Subsidiary of the Issuer (the "bankruptcy provisions");

        (8)   failure by the Issuer or any Significant Subsidiary of the Issuer to pay final and non-appealable judgments aggregating in excess of $35.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days and, in the event, such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the "judgment default provision"); or

        (9)   the Note Guarantee of a Significant Subsidiary of the Issuer ceases to be in full force and effect in any material respect (except as contemplated by the terms thereof) or any such Note Guarantor denies or disaffirms its obligations under such Indenture or any Note Guarantee and such Default continues for 21 days after notice of such Default shall have been given to the Trustee.

        The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

        For the avoidance of doubt, a default under clause (4) or (5) will not constitute an Event of Default until the Trustee or the holders of 30% of the aggregate principal amount of outstanding notes notify the Issuer of the default and the Issuer does not cure such default within the time specified in clause (4) or (5) hereof after receipt of such notice.

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        If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee or the holders of at least 30% of the aggregate principal amount of outstanding notes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occur, the principal of, premium, if any, and interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding notes may rescind any such acceleration with respect to the notes and its consequences.

        In the event of any Event of Default specified in clause (6) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the notes, if within 20 days after such Event of Default arose the Issuer delivers an Officer's Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the notes as described above be annulled, waived or rescinded upon the happening of any such events.

        Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the notes unless:

        (1)   such holder has previously given the Trustee written notice that an Event of Default is continuing;

        (2)   holders of at least 30% of the aggregate principal amount of the outstanding notes have requested the Trustee to pursue the remedy;

        (3)   such holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

        (4)   the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

        (5)   the holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, the holders of a majority in principal amount of outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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Amendment, supplement and waiver

        Subject to certain exceptions, the Indenture, the notes and the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) and any existing or past default or compliance with any provisions of such documents may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with purchase of, or tender offer or exchange offer for, notes). However, without the consent of each holder of an outstanding note affected, no amendment may (with respect to any notes held by a non-consenting holder):

        (1)   reduce the percentage of the aggregate principal amount of notes whose holders must consent to an amendment;

        (2)   reduce the rate of or extend the time for payment of interest on any note;

        (3)   reduce the principal of or change the Stated Maturity of any note;

        (4)   reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed (other than notice periods) as described under "—Optional redemption;"

        (5)   make any note payable in money other than that stated in such note;

        (6)   impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's notes;

        (7)   make any change in the amendment provisions that require each holder's consent or in the waiver provisions;

        (8)   expressly subordinate the notes or any Note Guarantee or otherwise modify the ranking thereof to any other Indebtedness of the Issuer or any Note Guarantor; or

        (9)   modify the Note Guarantees in any manner materially adverse to the holders.

        Notwithstanding the foregoing, without the consent of any holder, the Issuer and Trustee may amend the Indenture, the notes and the Note Guarantees to cure any ambiguity, omission, mistake, defect or inconsistency; to provide for the assumption by a Successor Company of the obligations of the Issuer under the Indenture and the notes in accordance with the covenant described under the caption "—Merger, consolidation or sale of all or substantially all assets"; to provide for the assumption by a Successor Note Guarantor of the obligations of a Note Guarantor under the Indenture and its Note Guarantee in accordance with the covenant described under the caption "—Merger, consolidation or sale of all or substantially all assets"; to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code); to add or release a Note Guarantee with respect to the notes in accordance with the terms of the Indenture and to comply with the provisions described under "—Note guarantees"; to make any change that does not materially adversely affect the rights of any holder or that would provide any additional rights or benefits to the holders or to add covenants for the benefit of the holders or surrender any right or power conferred upon either Issuer or any Note Guarantor; to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; to effect any provision of the Indenture; to make certain changes to the Indenture to provide for the issuance of additional notes and related guarantees; provide for the issuance of exchange notes in accordance with the terms of the indenture; comply with the rules of any applicable securities

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depositary; to conform the text of the Indenture, the notes or the Note Guarantees to any provision of this Description of the Exchange Notes to the extent that such provision in this Description of the Exchange Notes was intended to be a verbatim recitation of the Indenture, the notes or the Note Guarantees; to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; to provide for the succession of any parties to the Indenture, the Notes and the Note Guarantees (and other amendments that are administrative or ministerial in nature), including in connection with any amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the Indenture; to provide for a reduction in the minimum denominations of the notes; to make any amendment to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the notes, provided that compliance with the Indenture as so amended may not result in notes being transferred in violation of the Securities Act or any applicable securities laws; provide for the assumption by one or more successors of the obligations of any of the Note Guarantors under the Indenture and the Note Guarantees; or comply with the rules of any applicable securities depositary.

        The consent of the holders of the notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

No personal liability of directors, officers, employees and stockholders

        No director, officer, employee, incorporator or holder of any equity interests in the Issuer or any other direct or indirect parent or any Note Guarantor, as such, will have any liability for any obligations of the Issuer or the Note Guarantors under the notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Transfer and exchange

        A noteholder may transfer or exchange notes in accordance with the Indenture. Upon any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a noteholder to pay any taxes required by law or permitted by the Indenture. The Issuer is not required to transfer or exchange any note selected for redemption or to transfer or exchange any note for a period of 15 days prior to the sending or the mailing of a notice of redemption of notes to be redeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. The notes will be issued in registered form and the registered holder of a note will be treated as the owner of such note for all purposes.

Satisfaction and discharge

        The Indenture will be discharged and will cease to be of further effect as to all outstanding notes when:

        (1)   either (a) all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for

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cancellation or (b) all of the notes (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Note Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (2)   the Issuer and/or the Note Guarantors have paid all other sums payable under the Indenture; and

        (3)   the Issuer has delivered to the Trustee an Officer's Certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Defeasance

        The Issuer at any time may terminate all its obligations and all obligations of the Note Guarantors under the notes and the Indenture ("legal defeasance") and cure all then existing Events of Default, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. The Issuer at any time may terminate its obligations under certain covenants that are described in the Indenture, including the covenants described under "—Certain covenants," the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under "—Defaults" and the undertakings and covenants contained under "—Change of control" and "—Merger, consolidation or sale of all or substantially all assets" ("covenant defeasance"). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Note Guarantor will be released from all of its obligations with respect to its Note Guarantee.

        The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of its obligations under the covenants described under "—Certain covenants"), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under "—Defaults".

        In order to exercise its defeasance option, the Issuer must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the applicable issue of notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or change in applicable Federal income tax law). Notwithstanding the foregoing, the opinion of counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will

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become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Concerning the Trustee

        Wells Fargo Bank, National Association is the Trustee under the Indenture and has been appointed by the Issuer as Registrar and a Paying Agent with regard to the notes.

Governing law

        The Indenture provides that it, the notes and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Certain definitions

        "Acquired Indebtedness" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person, and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

provided that any Indebtedness of such other Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "Applicable Premium" means, with respect to any note on any applicable redemption date, the greater of:

        (1)   1.0% of the then outstanding principal amount of the note; and

        (2)   the excess of

        (a)   the present value at such redemption date of (i) the redemption price of the note at January 15, 2015 (such redemption price being set forth in the applicable table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the note through January 15, 2015 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the then outstanding principal amount of the note.

        "Asset Sale" means:

        (1)   the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback

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Transaction) of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a "disposition"); or

        (2)   the issuance or sale of Equity Interests (other than directors' qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary of the Issuer (other than to the Issuer or another Restricted Subsidiary of the Issuer) (whether in a single transaction or a series of related transactions), in each case other than:

        (a)   a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out, no longer used or useful equipment or property or dispositions of inventory or goods (or other assets) or surplus, in each case, in the ordinary course of business;

        (b)   the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer in a manner pursuant to the provisions described above under "—Merger, consolidation or sale of all or substantially all assets" or any disposition that constitutes a Change of Control;

        (c)   any Permitted Investment or Restricted Payment that is permitted to be made, and is made, under the covenant described above under "—Certain covenants—Limitation on restricted payments";

        (d)   any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value of less than $10.0 million;

        (e)   any transfer or disposition of property or assets by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

        (f)    sales of assets received by the Issuer or any of its Restricted Subsidiaries upon the foreclosure on a Lien;

        (g)   any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

        (h)   the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable or other current assets held for sale in the ordinary course of business including, without limitation, any collateral;

        (i)    the lease, assignment, sublease, license or sub-license of any real or personal property or intellectual property in the ordinary course of business;

        (j)    a sale of accounts receivable and related assets of the type specified in the definition of "Receivables Financing" to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;

        (k)   a transfer of accounts receivable and related assets of the type specified in the definition of "Receivables Financing" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

        (l)    any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to or for use in a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer, which in the event of an exchange of assets with a Fair Market Value in excess of $15.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Issuer or any direct or indirect parent of the Issuer;

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        (m)  the grant in the ordinary course of business of any license or sub-license of patents, trademarks, know-how and any other intellectual property;

        (n)   any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by the Indenture or the note documents;

        (o)   the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business, including the unwinding of Hedging Obligations;

        (p)   foreclosures, condemnations or any similar action on assets;

        (q)   any financing transaction with respect to the acquisition or construction of property by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale/Leaseback Transactions and asset securitizations permitted by the Indenture; and

        (r)   the sale (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business.

        "Board of Directors" means as to any Person, the board of directors or managers, sole member or managing member, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

        "Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

        "Cash Contribution Amount" means the aggregate amount of cash contributions made to the capital of the Issuer or any Note Guarantor described in the definition of "Contribution Indebtedness."

        "Cash Equivalents" means:

        (1)   U.S. dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

        (2)   securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

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        (3)   certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated "A" or the equivalent thereof by Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

        (4)   repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least "A-1" or the equivalent thereof by Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

        (6)   readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

        (7)   Indebtedness issued by Persons (other than the Sponsor or any of its Affiliates) with a rating of "A" or higher from S&P or "A-2" or higher from Moody's in each case with maturities not exceeding two years from the date of acquisition;

        (8)   municipal securities rated at least "A1" or the equivalent thereof by Moody's or S&P (ore reasonably equivalent ratings of another internationally recognized agency);

        (9)   money market funds with next day liquidity and non-fluctuating net asset values investing in securities of the types described in clauses (1) through (8) above, rated at least "A1" or the equivalent thereof by Moody's or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

        (10) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (9) above; and

        (11) instruments equivalent to those referred to in clauses (1) through (7) above denominated in Euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with (a) any business conducted by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the jurisdiction where such Investment is made.

        "Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time.

        "Consolidated Interest Expense" means, with respect to any Person and its Restricted Subsidiaries for any period, the sum, without duplication, of:

        (1)   interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the Issuer's outstanding Indebtedness and commissions, discounts, yield and other fees and charges (including any interest but excluding the interest component associated with any pension or other post-employment benefit expense) related to any Receivables Financing);

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        (2)   consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; and

        (3)   the amounts of any Restricted Payments made pursuant to clause 13(b) of the second paragraph of "—Certain covenants—Limitation on restricted payments."

        less interest income for such period;

provided that, for purposes of calculating Consolidated Interest Expense, no effect shall be given to any interest expense associated with the discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of the Indebtedness to which such Consolidated Interest Expense relates.

        For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

        "Consolidated Net Income" means, with respect to the Issuer and its Restricted Subsidiaries for any period, the aggregate of the Net Income of the Issuer and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

        (1)   any net after-tax extraordinary, nonrecurring, non-operating or unusual gains or losses or income or expenses (including the effect of all fees and expenses relating thereto), including, without limitation, any expenses related to any reconstruction, any severance or relocation expenses and fees, any restructuring costs, any retention payments, any expenses or charges related to any Equity Offering, Permitted Investment, acquisition (including earn-out provisions) or Indebtedness permitted to be Incurred by the Indenture (in each case, whether or not successful) and any fees, expenses, charges or payments made under or contemplated by the Transactions or otherwise related to the Transactions, shall be excluded;

        (2)   the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

        (3)   any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on the disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded;

        (4)   any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuer) shall be excluded;

        (5)   any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

        (6)   the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting (other than a Note Guarantor), shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period;

        (7)   solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of "—Certain covenants—Limitation on restricted payments," the Net Income for such period of any Restricted Subsidiary (other than any Note Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly,

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by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that (x) the net loss of any such Restricted Subsidiary shall be included therein and (y) the Consolidated Net Income of the Issuer shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to the Issuer, to the extent not already included therein;

        (8)   any expenses or charges (other than Consolidated Non-cash Charges) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the Incurrence or repayment of Indebtedness permitted to be Incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering and/or issuance of the notes, (ii) any amendment or other modification of the notes or other Indebtedness, (iii) any additional interest in respect of the notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Financing, shall be excluded;

        (9)   any non-cash impairment charges, goodwill write-off or asset write-off resulting from the application of GAAP, and the amortization of intangibles arising under GAAP, shall be excluded;

        (10) any non-cash compensation expense realized from employee benefit plans or other post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

        (11) (a)(i) the non-cash portion of "straight-line" rent expense shall be excluded and (ii) the cash portion of "straight-line" rent expense that exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by GAAP shall be excluded;

        (12) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness resulting from the application of GAAP shall be excluded;

        (13) any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after the Issue Date related to employment of terminated employees, or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of the Issuer or any of its Restricted Subsidiaries, shall be excluded;

        (14) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Issuer and the Restricted Subsidiaries), resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof shall be excluded;

        (15) accruals and reserves, contingent liabilities, and any gains and losses on the settlement of any pre-existing contractual or non-contractual relationships as a result of the Transactions that are established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded; and

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        (16) solely for purposes of calculating EBITDA, the Net Income of the Issuer and its Restricted Subsidiaries that are Note Guarantors shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except that dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties shall be included.

        Notwithstanding the foregoing, for the purpose of the covenant described under "—Certain covenants—Limitation on restricted payments" only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clauses (c)(5) and (6) of the first paragraph thereof.

        "Consolidated Non-cash Charges" means, with respect to the Issuer and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, compensation, rent and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any non-cash charges referred to in this definition represent an accrual or reserve for any potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to such extent paid.

        "Consolidated Senior Secured Debt Ratio" as of any date of determination means the ratio of (1) (x) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by a Lien minus (y) the aggregate amount of cash and Cash Equivalents (which shall be free and clear of any Liens) of the Issuer and its Restricted Subsidiaries determined on a consolidated basis as reflected on the balance sheet in accordance with GAAP, in each case of clause (x) and (y) as of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of "Fixed Charge Coverage Ratio" (except that, for purposes of determining the amount of Consolidated Total Indebtedness pursuant to clause (1) of this definition, the amount of revolving Indebtedness under the Credit Agreement and any other revolving credit facility shall be computed based upon the period-ending value of such Indebtedness during the applicable period).

        "Consolidated Taxes" means, with respect to the Issuer and its Restricted Subsidiaries any Person and its Restricted Subsidiaries on a consolidated basis for any period, provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (13)(c) of the second paragraph under "—Certain covenants—Limitation on restricted payments," which shall be included as though such amounts had been paid as income taxes directly by such Person.

        "Consolidated Total Indebtedness" means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in

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accordance with GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes or similar instruments.

        "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

        (1)   to purchase any such primary obligation or any property constituting direct or indirect security therefor;

        (2)   to advance or supply funds:

        (a)   for the purchase or payment of any such primary obligation; or

        (b)   to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

        (3)   to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

        "Contribution Indebtedness" means Indebtedness, disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer after the Issue Date, provided that such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer's Certificate on the Incurrence date thereof.

        "Credit Agreement" means (i) the amended and restated credit agreement entered into on the Issue Date, among the Issuer, certain Subsidiaries of the Issuer, the parent companies of the Issuer party thereto, J.P. Morgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other lenders and agents party thereto, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of "Credit Agreement," one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased, replaced or refunded in whole or in part from time to time.

        "Credit Agreement Indebtedness" means any Indebtedness under a Credit Agreement that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6) of the definition of Permitted Liens with respect to Indebtedness incurred pursuant to clause (a) of the second paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock."

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        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by the Issuer or its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of the Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of the Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer's Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of the covenant described under "—Certain covenants—Limitation on restricted payments."

        "Disqualified Stock" means any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, in each case at the option of the holder thereof), or upon the happening of any event:

        (1)   matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the notes (including the purchase of any notes tendered pursuant thereto));

        (2)   is convertible or exchangeable for Indebtedness or Disqualified Stock; or

        (3)   is redeemable at the option of the holder thereof, in whole or in part (other than as a result of a change of control or asset sale);

        in each case prior to 91 days after the maturity date of the notes; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or the Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee's termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

        "EBITDA" means, with respect to the Issuer and its Restricted Subsidiaries for any period, the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

        (1)   Consolidated Taxes; plus

        (2)   Consolidated Interest Expense; plus

        (3)   Consolidated Non-cash Charges; plus

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        (4)   the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor (or any accruals relating to such fees and related expenses) during such period to the extent otherwise permitted by the covenant described under "—Certain covenants—Transactions with affiliates"; plus

        (5)   the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Financing; plus

        (6)   any other non-cash charges; provided that for purposes of this clause (6), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made; plus

        (7)   commencing on the first anniversary of the Issue Date, the amount of net cost savings, operational improvements and synergies projected by the Issuer in good faith to be realized as a result of specific actions taken or to be taken (in the good faith determination of the Issuer) and which are expected to be realized within 12 months of the date thereof in connection with the Transactions, future acquisitions and cost saving, restructuring and other similar initiatives (which cost savings shall be added back to EBITDA until fully realized and calculated on a pro forma basis as though such costs savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable; plus

        (8)   any costs or expense Incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or a Note Guarantor or the net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under clause (c)(1) of the first paragraph of "—Certain covenants—Limitation on restricted payments"; plus

        (9)   any ordinary course dividend, distributions or other payment paid in cash and received from any Person in excess of amounts included in clause (7) pursuant to the definition of "Consolidated Net Income"; plus/minus

        (10) gains or losses due solely to fluctuations in currency values and the related tax effects; plus/minus

        (11) gains or losses due to the net after-tax effect of clause (1), (3) and (4) in the definition "Consolidated Net Income" in calculating Consolidated Net Income;

less , without duplication, non-cash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale after the Issue Date of common stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

        (1)   public offerings with respect to such Person's common stock registered on Form S-8;

        (2)   issuance to any Subsidiary of the Issuer; and

        (3)   any such public or private sale that constitutes an Excluded Contribution.

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        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Contributions" means the net cash proceeds and Cash Equivalents received by or contributed to the Issuer or the Note Guarantors after the Issue Date from:

        (1)   contributions to its common or preferred equity capital; and

        (2)   the sale (other than to the Issuer or a Restricted Subsidiary or management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer or any direct or indirect parent;

        in each case designated as Excluded Contributions pursuant to an Officer's Certificate executed by an Officer of the Issuer, the proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of "—Certain covenants—Limitation on restricted payments."

        "Existing Notes" or "2013 Notes" means the Issuer's 7³/4% Senior Notes due 2013 to the extent outstanding on the Issue Date.

        "Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the Issuer).

        "Fixed Charge Coverage Ratio" means, with respect to the Issuer and its Restricted Subsidiaries for any period, the ratio of EBITDA of the Issuer and its Restricted Subsidiaries for such period to the Fixed Charges of the Issuer and its Restricted Subsidiaries for such period. In the event that the Issuer or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

        For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and operational changes, that the Issuer or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations, discontinued operations and operational changes (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became the Issuer or Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made or effected any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation, or operational change had occurred at the beginning of the applicable four-quarter period.

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        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings and operating expense reductions for which specified actions are taken or committed to be taken within 12 months after the closing date of such pro forma event and have been realized or are expected to be realized within 12 months after the closing date of such pro forma event (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period as if such cost savings and operating expense reductions were realized during the entirety of such period) relating to such pro forma event, net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by the chief financial officer of the Issuer shall be delivered to the Trustee certifying that and setting forth in detail (x) such cost savings and operating expense reductions are reasonably expected and factually supportable in the good faith judgment of the Issuer, (y) such actions are to be taken within 12 months after the consummation of the acquisition, disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings and expense reductions, (B) no cost savings or operating expense reductions shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and operating expense reductions added pursuant to this definition in any period of four consecutive fiscal quarters shall not exceed (1) with respect to any individual acquisition or disposition, 10% of the EBITDA attributable to such acquired or disposed entity or assets for such period of four consecutive fiscal quarters and (2) for all other initiatives that do not result from acquisitions or dispositions, 10% of EBITDA (prior to giving effect to this definition) in the aggregate for any period of four consecutive fiscal quarters and (D) projected amounts (and not yet realized) may no longer be added in calculating EBITDA pursuant to this definition to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings and operating expense reductions.

        If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

        "Fixed Charges" means, with respect to any Person for any period, the sum of:

        (1)   Consolidated Interest Expense of such Person for such period; and

        (2)   all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

        "Foreign Subsidiary" means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof or the District of Columbia or any direct or indirect Subsidiary of such Restricted Subsidiary.

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        "GAAP" means generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. At any time after the date of the indenture, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the indenture); provided that any such election, once made, shall be irrevocable; provided further, that any calculation or determination in the indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer's election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the holders of notes.

        "guarantee" means, as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness of another Person.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

        (1)   currency exchange, interest rate or commodity Swap Agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

        (2)   other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

        "holder" or "noteholder" means the Person in whose name a note is registered on the Registrar's books.

        "Holdings" means Onex Rescare Holdings Corp. and its successors.

        "Incur" means, with respect to any Indebtedness, issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

        "Indebtedness" means, with respect to any Person:

        (1)   the principal and premium (if any) of any Indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, (d) in respect of Capitalized Lease Obligations, or (e) representing any net obligations under Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

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        (2)   to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

        (3)   to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

provided that (a) Contingent Obligations Incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Financings, (c) Obligations associated with other post-employment benefits and pension plans and (d) any operating leases as such instruments would be determined in accordance with GAAP on the Issue Date, other than any operating lease in connection with a Sale/Leaseback Transaction, shall be deemed not to constitute Indebtedness.

        "Indenture" means the Indenture dated as of the Issue Date among the Issuer and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of the Indenture.

        "Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Issuer, its direct or indirect parent or the Issuer, qualified to perform the task for which it has been engaged.

        "Initial Purchasers" means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Securities, Inc. and U.S. Bancorp Investments, Inc.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investment Grade Securities" means:

        (1)   securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition;

        (2)   securities that have a rating equal to or higher than Baa3 (or the equivalent) by Moody's or BBB (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency;

        (3)   investments in any fund that invests at least 95% of its assets in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

        (4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, directors, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the

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definition of "Unrestricted Subsidiary" and the covenant described under "—Certain covenants—Limitation on restricted payments":

        (1)   "Investments" shall include the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

        (a)   the Issuer's "Investment" in such Subsidiary at the time of such redesignation; less

        (b)   the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

        (2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

        "Issue Date" means December 22, 2010.

        "Issuer" means Res-Care, Inc. and its successors.

        "Management Agreement" means one or more Management Services Agreements, dated on or about the Issue Date between the Issuer or any of its Affiliates and the Sponsor, or any successor agreement between the Issuer, or the Issuer or any of its Affiliates and the Sponsor, as may be amended, supplemented or otherwise modified from time to time; provided that such amendments, supplements or modifications are not materially adverse to the note holders as determined in good faith by the Issuer.

        "Management Investor" means any Person who is a director, officer or otherwise a member of management of the Issuer, any of the Restricted Subsidiaries or any of its direct or indirect parent companies on the Issue Date immediately after giving effect to the Transactions.

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Cash Proceeds" means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to the second paragraph of the covenant described under "—Certain covenants—Asset sales") to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

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        "Net Income" means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

        "Note Guarantee" means a guarantee of the notes pursuant to the Indenture.

        "Note Guarantor" means any Person that Incurs a Note Guarantee; provided that upon the release or discharge of such Person from its Note Guarantee in accordance with the Indenture, such Person ceases to be a Note Guarantor.

        "Notes" means the Issuer's 10.75% Senior Notes due 2019 issued on the Issue Date.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers' acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the notes shall not include fees or indemnification in favor of the Trustee and other third parties other than the holders of the notes.

        "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating Officer, the Chief Accounting Officer, any Executive Vice President, Senior Vice President, Vice President or Assistant Vice President, the General Counsel, the Controller, the Treasurer, the Assistant Treasurer, the Secretary or Assistant Secretary of such Person.

        "Officer's Certificate" means a certificate signed on behalf of the Issuer by any one Officer, who must be the principal executive officer, the principal financial officer, the treasurer, general counsel, secretary, assistant secretary, vice president or the principal accounting officer of the Issuer that meets the requirements set forth in the Indenture.

        "Paying Agent" means an office or agency maintained by the Issuer pursuant to the terms of the Indenture, where notes may be presented for payment.

        "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under "—Certain covenants—Asset sales."

        "Permitted Holders" means (i) the Sponsor, (ii) the Management Investors, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any Permitted Holder specified in clause (i) above, holds more than 50% of the total voting power of the Voting Stock thereof, and (iv) any group (within the meaning of Section(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any Permitted Holder specified in clauses (i) or (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a "Permitted Holder Group"), so long as no Person or other "group" (other than a Permitted Holder specified in clause (i) and (iii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group, together with its Affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter constitute an additional Permitted Holder.

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        "Permitted Investments" means:

        (1)   any Investment in the Issuer (including the notes) or any Restricted Subsidiary of the Issuer;

        (2)   any Investment in Cash Equivalents or Investment Grade Securities;

        (3)   any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;

        (4)   any Investment in securities or other assets, including earn-outs, not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of "—Certain covenants—Asset sales" or any other disposition of assets not constituting an Asset Sale;

        (5)   any Investment (x) existing on the Issue Date, (y) made pursuant to binding commitments in effect on the Issue Date and (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y), provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended;

        (6)   loans and advances to employees not in excess of $5.0 million outstanding at any one time in the aggregate; provided that, to the extent the Issuer and its Subsidiaries are subject to the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the Issuer and its Subsidiaries shall comply in all material respects with such provisions, rules and regulations as they pertain to such loans and advances;

        (7)   any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or in settlement of delinquent obligations of or other disputes with, the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (8)   Hedging Obligations permitted under clause (j) of "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (9)   additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding, not to exceed $35.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

        (10) loans and advances to officers, directors and employees for business related travel expenses, moving and relocation expenses and other similar expenses, in each case Incurred in the ordinary course of business;

        (11) Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under

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clause (c) of the first paragraph of the covenant described under "—Certain covenants—Limitation on restricted payments";

        (12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under "—Certain covenants—Transactions with affiliates" (except transactions described in clauses (2), (4), (5), (8), (15), (22), (23) and (24) of such paragraph);

        (13) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

        (14) guarantees issued in accordance with the covenants described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Certain covenants—Future guarantors";

        (15) any Investment by the Issuer or Restricted Subsidiaries in other Restricted Subsidiaries and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries;

        (16) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

        (17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

        (18) Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with the covenant described under "—Certain covenants—Asset sales";

        (19) Investments in joint ventures of the Issuer or any of its Restricted Subsidiaries existing on the Issue Date and additional Investments in joint ventures in an aggregate amount not to exceed $35.0 million at any one time outstanding;

        (20) Investments in connection with Sale/Leaseback Transactions not to exceed $25.0 million at any one time outstanding;

        (21) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into or consolidated with a Restricted Subsidiary in a transaction that is not prohibited by the covenant described under "—Merger, consolidation or sale of all or substantially all assets" after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

        (22) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; and

        (23) the forgiveness or conversion to equity of any Indebtedness permitted under "—Certain Covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," other than Indebtedness owing by any Affiliate of the Issuer or any of its Subsidiaries.

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        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

        (2)   Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

        (3)   Liens for taxes, assessments or other governmental charges (i) which are not yet due or payable or (ii) which are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP;

        (4)   Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use, control or regulation of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (6)   Liens Incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to clauses (a), (d), (l) or (s) of the second paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; provided that, (x) in the case of clause (d), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any income or profits thereof, and (y) in the case of clause (s), such Lien does not extend to the property or assets (or income or profits therefrom) of any Restricted Subsidiary other than a Foreign Subsidiary that is not a Note Guarantor;

        (7)   Liens existing on the Issue Date;

        (8)   Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

        (9)   Liens on assets or on property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets or property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however,

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that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets or property owned by the Issuer or any Restricted Subsidiary of the Issuer;

        (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary of the Issuer permitted to be Incurred in accordance with the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

        (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (13) leases, subleases, licenses or sublicenses of real, personal or intellectual property (including any interest or title of a lessor, sublessor, licensor or sublicensor arising therefrom) which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries;

        (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

        (15) Liens in favor of the Issuer or any Note Guarantor;

        (16) Liens on accounts receivable and related assets of the type specified in the definition of "Receivables Financing" Incurred in connection with a Qualified Receivables Financing;

        (17) deposits made in the ordinary course of business to secure liability to insurance carriers;

        (18) Liens on the Equity Interests of Unrestricted Subsidiaries;

        (19) grants of software and other technology licenses in the ordinary course of business;

        (20) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

        (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

        (22) Liens Incurred to secure Hedging Obligations or cash management services (and other "bank products"), owed to a lender, or an affiliate thereof, under the Credit Agreement;

        (23) Liens on equipment of the Issuer or any Restricted Subsidiary of the Issuer granted in the ordinary course of business to the Issuer's or such Restricted Subsidiary's client at which such equipment is located;

        (24) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness

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described under clauses (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

        (25) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed the greater of (x) $50.0 million and (y) 5.0% of Total Assets of the Issuer and its Restricted Subsidiaries at any one time outstanding;

        (26) Liens solely on cash advances or any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and Liens consisting of an agreement to sell or otherwise dispose of any property permitted hereunder;

        (27) Liens deemed to exist in connection with Investments in repurchase agreements permitted under "Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

        (28) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

        (29) Liens securing the Notes and the Note Guarantees;

        (30) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

        (31) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

        (32) Liens securing Indebtedness permitted to be incurred pursuant to the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" in an amount not to exceed the maximum amount of Indebtedness such that the Consolidated Senior Secured Debt Ratio (at the time of incurrence of such Indebtedness after giving pro forma effect thereto in a manner consistent with the calculation of the Fixed Charge Coverage Ratio) would not be greater than 2.75 to 1.00;

        (33) Liens on (i) receivable and related assets including proceeds thereof being sold in factoring arrangements entered into in the ordinary course of business and (ii) healthcare receivables in connection with Medicare or Medicaid anti-assignment provisions;

        (34) Liens in connection with Sale/Leaseback Transactions not to exceed $25.0 million at any one time outstanding; and

        (35) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business.

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        "Person" means any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust, bank trust company, land trust, business trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity whether legal or not.

        "Preferred Stock" means any Equity Interest with preferential right of payment of dividends or redemptions upon liquidation, dissolution, or winding up.

        "Purchase Money Note" means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

        "Qualified Receivables Financing" means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

        (1)   the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Subsidiary;

        (2)   all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Issuer); and

        (3)   the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings.

        The grant of a security interest in any accounts receivable of the Issuer or any Restricted Subsidiary of the Issuer (other than a Receivables Subsidiary) to secure any Indebtedness shall not be deemed a Qualified Receivables Financing.

        "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or S&P ceases to rate the notes for reasons outside of the Issuer's control, a "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any parent of the Issuer as a replacement agency for Moody's or S&P, as the case may be.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

        "Receivables Financing" means any transaction or series of transactions that may be entered into by the Issuer or any Subsidiary of the Issuer pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

        "Receivables Repurchase Obligation" means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation,

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warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

        "Receivables Subsidiary" means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and:

        (a)   no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

        (b)   with which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believe to be no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer; and

        (c)   to which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

        Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing conditions.

        "Registration Rights Agreement" means the Registration Rights Agreement dated as of the Issue Date, among the Issuer, the Note Guarantors and the Initial Purchasers.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, at any time any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon an Unrestricted Subsidiary's ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of "Restricted Subsidiary".

        "Sale/Leaseback Transaction" means an arrangement relating to assets or property now owned or hereafter acquired by the Person whereby the Issuer or a Restricted Subsidiary transfers such assets or property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries.

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        "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to the rating agency business thereof.

        "SEC" means the U.S. Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" within the meaning of Rule 1-02 under the Securities Act.

        "Similar Business" means any business engaged in by the Issuer or any Restricted Subsidiaries on the Issue Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and the Restricted Subsidiaries are engaged on the Issue Date.

        "Sponsor" means Onex Corporation and/or one or more investment funds advised, managed or controlled by Onex Corporation and, in each case (whether individually or as a group) their Affiliates, any investment funds that have granted to the foregoing control in respect of their investment in the Issuer, Holdings or any of their Subsidiaries, and the Management Investors.

        "Standard Securitization Undertakings" means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

        "Subordinated Indebtedness" means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the notes and (b) with respect to any Note Guarantor, any Indebtedness of such Note Guarantor which is by its terms subordinated in right of payment to its Note Guarantee.

        "Subsidiary" means, with respect to any Person (1) any corporation, unlimited liability company, association, or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof at the time of determination owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

        "Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities (including, for the avoidance of doubt, resin), equity or debt instruments or

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securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any of the Subsidiaries shall be a Swap Agreement.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as amended.

        "Total Assets" means the total consolidated assets of the Issuer and the Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries prepared in conformity with GAAP.

        "Transactions" means, collectively, the transactions contemplated by the Agreement and Plan of Share Exchange, dated as of September 6, 2010, between Onex Rescare Acquisition LLC and Res-Care, Inc., and the other transactions in connection therewith or incidental thereto.

        "Treasury Rate" means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to January 15, 2015; provided, however, that if the period from such redemption date to January 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trustee" means the party named as such in the Indenture until a successor replaces it and, thereafter, means the successor.

        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer but excluding the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:

        (a)   the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

        (b)   if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under "—Certain covenants—Limitation on restricted payments."

        The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

        (x)   (1)    the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;" or

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        (2)   the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be no less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and

        (y)   no Event of Default shall have occurred and be continuing.

        Any such designation by the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing provisions.

        "U.S. Government Obligations" means securities that are:

        (1)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

        (2)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America;

        which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

        "Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

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Certain Material United States Federal Income Tax Considerations

This summary of U.S. federal income tax considerations set forth in this prospectus is not intended or written to be legal or tax advice to any person, and is not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any tax-related penalties that may be imposed on such person. Each person considering an investment in the exchange notes should seek advice based on such person's particular circumstances from an independent tax advisor.

        The following is a summary of certain material U.S. federal income tax considerations of the purchase, ownership and disposition of the notes and where applicable, specifically the exchange notes. This summary is based upon provisions of the Internal Revenue Code of 1986, or the Code, applicable regulations, administrative rulings and judicial decisions in effect as of the date of this prospectus, any of which may subsequently be changed, possibly retroactively, or interpreted differently by the Internal Revenue Service, or the IRS, so as to result in U.S. federal income tax consequences different from those discussed below. Except where noted, this summary deals only with a note held as a capital asset by a beneficial owner who purchased the note on original issuance at the first price at which a substantial portion of the notes are sold for cash to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers, which we refer to as the "issue price", or an exchange note received in an exchange for such note. This summary does not address all aspects of U.S. federal income taxes and does not deal with all tax consequences that may be relevant to holders in light of their personal circumstances or particular situations, such as tax consequences to:

•

dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, insurance companies and traders in securities that elect to use a mark-to-market method of accounting for their securities;

•

persons holding the notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

•

U.S. holders, as defined below, whose functional currency is not the U.S. dollar;

•

certain former citizens or residents of the United States;

•

certain former citizens or residents of the United States;

•

taxpayers subject to the alternative minimum tax; or

•

tax exempt organizations.

        Moreover, this discussion does not address any non-U.S. federal income tax consequences, including any state, local or foreign tax, or any estate or gift tax. If you are considering exchanging your outstanding notes for the exchange notes, you should consult your tax advisors concerning the U.S. federal income tax consequences to you in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.

        In this discussion, we use the term "U.S. holder" to refer to a beneficial owner of notes that is, for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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•

a trust, if it (1) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

        If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner in a partnership holding notes, you should consult your tax advisors.

        We use the term "non-U.S. holder" to describe a beneficial owner of the notes (other than a partnership) that is not a U.S. holder. Non-U.S. holders should consult their tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

Consequences to U.S. Holders

        Inclusion of interest.    Stated interest with respect to the exchange notes will generally be taxable to a U.S. holder as ordinary income when accrued or received in accordance with the U.S. holder's usual method of accounting for tax purposes.

        Additional interest.    If we fail to comply with specified obligations under the registration rights agreement, that non-compliance may result in the payment of additional interest in the manner described under "The Exchange Offer" section. We intend to take the position for U.S. federal income tax purposes that the possibility of such payments should not cause the notes to be subject to the special rules applicable to contingent payment debt instruments and, accordingly, that any such payments of interest should be taxable to you as ordinary interest income when received or accrued, in accordance with your usual method of tax accounting. This position is based in part on our determination that as of the date of issuance of the notes, the possibility that such additional payments will be made is a remote or incidental contingency, within the meaning of applicable Treasury Regulations. If the IRS successfully challenged this position, and the notes were treated as contingent payment debt instruments, U.S. holders could be required to accrue interest income on a constant yield basis at an assumed yield determined at the time of the issuance of the notes and to treat as ordinary income, rather than capital gain, any gain recognized on a sale or exchange of a note. Except as otherwise specifically discussed herein, the remainder of this discussion assumes that the notes will not be treated as contingent payment debt instruments.

        Sale, redemption or other taxable disposition of notes.    A U.S. holder will generally recognize gain or loss upon the sale, redemption or other taxable disposition of a note equal to the difference between the amount realized (other than amounts attributable to accrued but unpaid interest, which will be taxed as interest income to the extent not previously so taxed) upon such sale, redemption or other taxable disposition and such U.S. holder's adjusted tax basis in the note. A U.S. holder's tax basis in an exchange note will generally be equal to the amount that such U.S. holder paid for the outstanding note exchanged therefor. Any gain or loss recognized on a taxable disposition of the note will be capital gain or loss. The capital gain or loss will be long-term capital gain or loss if, at the time of the sale, redemption or other taxable disposition of the note, the U.S. holder's holding period in the note is more than one year (which, in the case of an exchange note, includes the holding period for any outstanding note exchanged therefor). Otherwise, such capital gain or loss will be a short-term capital gain or loss. A U.S. holder's ability to deduct capital losses may be limited.

        Exchange Offer.The exchange of the outstanding notes for registered exchange notes pursuant to the exchange offer should not constitute a significant modification of the terms of the notes and therefore should not constitute a taxable event for U.S. federal income tax purposes. Accordingly, the exchange should have no U.S. federal income tax consequences to a U.S. holder, the U.S. holder's

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holding period and adjusted tax basis for a note should not be affected, and the U.S. holder should continue to take into account income in respect of a note in the same manner as before the exchange.

        Information reporting and backup withholding.    Information reporting requirements generally will apply to interest on the notes and the proceeds of a sale of a note paid to a U.S. holder unless the U.S. holder is an exempt recipient (such as a corporation). A backup withholding tax will apply to those payments if the U.S. holder fails to provide its correct taxpayer identification number, or certification of exempt status, or if the U.S. holder is notified by the IRS that it has failed to report in full payments of interest income. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder's U.S. federal income tax liability provided the required information is furnished timely to the IRS.

Consequences to Non-U.S. Holders

        Payments of interest.    Generally, interest income of a non-U.S. holder with respect to the notes that is not effectively connected with a trade or business in the United States (or, in the case of a non-U.S. holder eligible for benefits under an income tax treaty, attributable to a permanent establishment in the United States) will not be subject to U.S. income or withholding tax, provided that:

•

the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote;

•

the non-U.S. holder is not a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Code;

•

the non-U.S. holder is not a controlled foreign corporation that is related to us (actually or constructively) through stock ownership; and either (1) the non-U.S. holder provides its name and address, and certifies, under penalties of perjury, that it is not a U.S. person (which certification may be made on an IRS Form W-8BEN or other applicable form) or (2) the non-U.S. holder holds the notes through certain foreign intermediaries or certain foreign partnerships, and the non-U.S. holder and the foreign intermediary or foreign partnership satisfies the certification requirements of applicable Treasury regulations.

        If a non-U.S. holder cannot satisfy the requirements described above, payments of interest will be subject to U.S. federal withholding tax at a rate of 30%, unless the non-U.S. holder provides us with a properly executed IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty.

        If a non-U.S. holder is engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that trade or business (or, if an income tax treaty applies, is attributable to a permanent establishment in the United States), then the non-U.S. holder will be exempt from the 30% withholding tax, provided the non-U.S. holder provides us with a properly executed IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is effectively connected with the non-U.S. holder's conduct of a trade or business in the United States. However, such non-U.S. holder will be subject to U.S. federal income tax on that interest on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder. In addition, if a non-U.S. holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States.

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        Sale, redemption or other taxable disposition of the notes.    Gain realized by a non-U.S. holder on the sale, redemption or other taxable disposition of a note will not be subject to U.S. federal income tax unless:

•

the gain is effectively connected with a non-U.S. holder's conduct of a trade or business in the United States (or, if an income tax treaty applies, is attributable to a permanent establishment in the United States); or

•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition and certain other conditions are met.

        Gain described in the first bullet point above that is recognized by a non-U.S. holder that is an individual will be subject to tax under regular graduated U.S. federal income tax rates and in the same manner as if the non-U.S. holder were a U.S. holder. In addition, gains described in the first bullet point above that is recognized by a non-U.S. holder that is a foreign corporation may be subject to the branch profits tax equal to 30% (or lesser rate as may be specified under an applicable income tax treaty). If a non-U.S. holder is an individual described in the second bullet point above, such holder will be subject to a flat 30% tax on the gain derived from the sale, redemption or other taxable disposition, which may be offset by U.S. source capital losses, even though such holder is not considered a resident of the United States.

        Exchange Offer.The exchange of the outstanding notes for registered exchange notes pursuant to the exchange offer should not constitute a significant modification of the terms of the notes and therefore should not constitute a taxable event for U.S. federal income tax purposes. Accordingly, the exchange should have no U.S. federal income tax consequences to a non-U.S. holder, the non-U.S. holder's holding period and adjusted tax basis for a note should not be affected, and the non-U.S. holder should continue to take into account income in respect of a note in the same manner as before the exchange.

        Information Reporting and Backup Withholding.    Generally, we must report annually to the IRS and to non-U.S. holders the amount of interest to non-U.S. holders and the amount of tax, if any, withheld with respect to those amounts. Copies of the information returns reporting such interest and withholding may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty.

        In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest that we make, provided the statement on IRS Form W-8BEN or W-8ECI (or other applicable form) has been received and we do not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient. In addition, a non-U.S. holder will be subject to information reporting and, depending on the circumstances, backup withholding with respect to payments of the proceeds of the sale of a note within the United States or conducted through certain U.S.-related financial intermediaries, unless the statement described above has been received, and we do not have actual knowledge or reason to know that a holder is a U.S. person, as defined under the Code, that is not an exempt recipient, or the non-U.S. holder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder's U.S. federal income tax liability provided the required information is furnished timely to the IRS.

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Certain ERISA Considerations

        The following is a summary of certain considerations associated with the purchase of the exchange notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), and entities whose underlying assets are considered to include "plan assets" (within the meaning of ERISA) of any such plan, account or arrangement (each, a "Plan").

General Fiduciary Matters

        ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan") and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration or management of such an ERISA Plan or exercises any authority or control over the disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

        In considering an investment in the exchange notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

        Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving "plan assets" with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of exchange notes by an ERISA Plan with respect to which ResCare, a guarantor or any of the initial purchasers of the outstanding notes are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions ("PTCEs"), that may apply to the acquisition and holding of the exchange notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the

163

ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

        Because of the foregoing, the exchange notes should not be purchased or held by any person investing "plan assets" of any Plan, unless such purchase and holding (and the exchange of outstanding notes for exchange notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

        Accordingly, by acceptance of an exchange note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the outstanding notes or the exchange notes constitutes assets of any Plan or (ii) the purchase and holding of the outstanding notes or the exchange notes (and the exchange of outstanding notes for exchange notes) by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any similar violation under any applicable Similar Laws.

        The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the outstanding notes or the exchange notes (and holding or disposing the outstanding notes or the exchange notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding and disposition of the outstanding notes or the exchange notes (and the exchange of outstanding notes for exchange notes).

164

Plan of Distribution

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from any exchange of outstanding notes for exchange notes or from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and, except in certain circumstances, the expenses of counsel and other advisors of the holders and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

165

Legal Matters

        The validity of the exchange notes and the related guarantees offered hereby will be passed upon for us by Frost Brown Todd LLC, Louisville, Kentucky.

Experts

        The consolidated financial statements and related financial statement schedule of Res-Care, Inc. and its subsidiaries as of December 31, 2010 (successor) and December 31, 2009 (predecessor) and for the period from November 16, 2010 through December 31, 2010 (successor), for the period from January 1, 2010 through November 15, 2010 (predecessor), and for the years ended December 31, 2009 and 2008 (predecessor), have been included herein in reliance upon the report of KPMG LLP, an independent registered public accounting firm, included herein, and upon the authority of said firm as experts in accounting and auditing.

Available Information

        We have filed with the SEC a registration statement on Form S-4 with respect to the securities being offered hereby. This prospectus does not contain all of the information contained in the registration statement, including the exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about use and the securities being offered hereby. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. As described below, the registration statement, including exhibits and schedules is on file at the offices of the SEC and may be inspected without charge.

        Prior to this offering, we were not subject to the information requirements of the Exchange Act. As a result of this offering, we have become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file reports and other information with the SEC. You can inspect and copy these reports and other information at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. You can obtain copies of these materials from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-202-551-8090 for further information on the operation of the public reference room. Our SEC filings will also be available to you on the SEC's web site. The address of this site is http://www.sec.gov.

        This prospectus summarizes documents that are not delivered herewith. Copies of such documents are available upon your request, without charge, by writing or telephoning us at:

Res-Care, Inc.
9901 Linn Station Road
Louisville, Kentucky 40223
Telephone: (502) 394-2100
Attention: Investor Relations

        The indenture provides that, whether or not we are subject to Section 13 or 15(d) of the Exchange Act, we will furnish to the trustee and holders of the notes and file with the SEC the annual reports and such information, documents and other reports as are specified in Sections 13 or 15(d) and applicable to a U.S. corporation subject to such Sections. Provision of this information is subject to certain qualifications. See "Description of the Exchange Notes—Reports and other information."

166

Item 8.    Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

		Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Financial Statements:
	Consolidated Balance Sheets—As of December 31, 2010 and 2009		F-3
	Consolidated Statements of Income—For the Periods Ended December 31, 2010 and November 15, 2010 and Years Ended December 31, 2009 and 2008		F-4
	Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss)—For the Periods Ended December 31, 2010 and November 15, 2010 and Years Ended December 31, 2009 and 2008		F-5
	Consolidated Statements of Cash Flows—For the Periods Ended December 31, 2010 and November 15, 2010 and Years Ended December 31, 2009 and 2008		F-6
	Notes to Consolidated Financial Statements		F-7
Financial Statement Schedule:
	Schedule II—Valuation and Qualifying Accounts		F-49

All other financial statement schedules have been omitted, as the required information is inapplicable or the information is presented in the financial statements or related notes.

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors
Res-Care, Inc.:

        We have audited the accompanying consolidated balance sheets of Res-Care, Inc. and subsidiaries ("the Company") as of December 31, 2010 (Successor) and December 31, 2009 (Predecessor), and the related consolidated statements of income, shareholders' equity and comprehensive income (loss), and cash flows for the period from November 16, 2010 through December 31, 2010 (Successor), for the period from January 1, 2010 through November 15, 2010 (Predecessor) and for the years ended December 31, 2009 and 2008 (Predecessor). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Res-Care, Inc. and subsidiaries as of December 31, 2010 (Successor) and December 31, 2009 (Predecessor), and the results of their operations and their cash flows for the period from November 16, 2010 through December 31, 2010 (Successor), for the period from January 1, 2010 through November 15, 2010 (Predecessor) and for the years ended December 31, 2009 and 2008 (Predecessor), in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 1 to the consolidated financial statements, effective November 16, 2010, an affiliate of Onex Partners III LP acquired the majority of the outstanding common stock of Res-Care, Inc. in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated financial information for the periods after the acquisition is presented on a different cost basis than for the periods before the acquisition and, therefore, is not comparable.

/s/ KPMG LLP

Louisville, Kentucky
April 15, 2011

F-2

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2010 and 2009

(In thousands)

				SUCCESSOR 2010			PREDECESSOR 2009
ASSETS
Current assets:
	Cash and cash equivalents			$	27,552		$	20,672
	Accounts receivable, net of allowance for doubtful accounts of $844 in 2010 and $22,627 in 2009				215,941			211,350
	Refundable income taxes				1,199			3,952
	Deferred income taxes				14,306			22,879
	Non-trade receivables				7,347			3,960
	Prepaid expenses and other current assets				18,605			17,761
		Total current assets			284,950			280,574
Property and equipment, net					96,997			81,347
Goodwill					234,867			422,626
Other intangible assets, net					322,586			45,842
Other assets					30,108			14,551
			Total assets	$	969,508		$	844,940
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Trade accounts payable			$	56,252		$	44,502
	Accrued expenses				127,049			109,400
	Current portion of long-term debt				39,195			2,880
	Current portion of obligations under capital leases				92			164
	Accrued income taxes				1,404			—
		Total current liabilities			223,992			156,946
Long-term liabilities					33,712			35,092
Long-term debt					366,884			195,040
Obligations under capital leases					431			1,153
Deferred gains					—			3,172
Deferred income taxes					102,076			20,812
			Total liabilities		727,095			412,215
Shareholders' equity:
	Preferred shares, authorized 1,000,000 shares, no par value, except 48,095 shares designated as Series A with stated value of $1,050 per share, no shares issued and outstanding in 2010 (successor) and 48,095 shares in 2009 (predecessor)				—			46,609
	Common stock, no par value, authorized 40,000,000 shares, issued and outstanding 21,344,741 in 2010 (successor) and 29,453,282 in 2009 (predecessor)				—			50,577
	Additional paid-in capital				236,726			94,892
	Retained earnings				5,448			248,697
	Accumulated other comprehensive income (loss)				257			(7,195	)
		Total shareholders' equity—Res-Care, Inc.			242,431			433,580
	Noncontrolling interests				(18	)		(855	)
		Total shareholders' equity			242,413			432,725
			Total liabilities and shareholders' equity	$	969,508		$	844,940

See accompanying notes to consolidated financial statements.

F-3

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Periods Ended December 31, 2010 and November 15, 2010 and
Years Ended December 31, 2009 and 2008

(In thousands)

				SUCCESSOR			PREDECESSOR
				Nov-16, 2010 - Dec-31, 2010			Jan-1, 2010 - Nov-15, 2010			2009			2008
Revenues				$	196,886		$	1,385,575		$	1,579,155		$	1,543,583
Facility and program expenses					176,830			1,267,961			1,445,900			1,407,516
Facility and program contribution					20,056			117,614			133,255			136,067
Operating expenses (income):
	Corporate general and administrative				6,642			64,622			59,281			58,893
	Asset impairment charges				—			263,155			71,991			313
	Other operating (income) expense, net				(77	)		410			(1,159	)		41
			Total operating expenses		6,565			328,187			130,113			59,247
	Operating income (loss)				13,491			(210,573	)		3,142			76,820
Other expenses:
	Interest expense				2,882			16,912			16,576			19,908
	Interest income				(17	)		(229	)		(121	)		(809	)
			Total other expenses, net		2,865			16,683			16,455			19,099
Income (loss) from continuing operations before income taxes					10,626			(227,256	)		(13,313	)		57,721
Income tax expense (benefit)					4,443			(50,907	)		(3,021	)		20,822
	Income (loss) from continuing operations				6,183			(176,349	)		(10,292	)		36,899
		Loss from discontinued operations, net of tax			—			—			—			(339	)
			Net income (loss)—including noncontrolling interests		6,183			(176,349	)		(10,292	)		36,560
			Net loss—noncontrolling interests		(18	)		(172	)		(855	)		—
			Net income (loss)—Res-Care, Inc.	$	6,201		$	(176,177	)	$	(9,437	)	$	36,560

See accompanying notes to consolidated financial statements.

F-4

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME (LOSS)

For the Periods Ended December 31, 2010 and November 15, 2010 and
Years Ended December 31, 2009 and 2008

(In thousands)

	Preferred Stock				Common Stock											Accumulated Other Comprehensive Income/(Loss)
										Additional Paid-In Capital			Retained Earnings						Noncontrolling Interests
	Shares		Amount		Shares			Amount														Total
PREDECESSOR
Balance at January 1, 2008—Predecessor		48	$	46,609		29,161		$	50,412	$	86,079		$	221,574		$	2,195		$	—		$	406,869
Net income		—		—		—			—		—			36,560			—						36,560
Foreign currency translation adjustment arising during period		—		—		—			—		—			—			(12,397	)		—			(12,397	)
Comprehensive income																							24,163
Share-based compensation		—		—		—			—		4,846			—			—			—			4,846
Shares issued under stock option plans, including related tax benefit		—		—		310			138		861			—			—			—			999
Balance at December 31, 2008—Predecessor		48	$	46,609		29,471		$	50,550	$	91,786		$	258,134		$	(10,202	)	$	—		$	436,877
Net loss		—		—		—			—		—			(9,437	)		—			(855	)		(10,292	)
Foreign currency translation adjustment arising during period		—		—		—			—		—			—			3,007			—			3,007
Comprehensive loss																							(7,285	)
Share-based compensation		—		—		—			—		4,259			—			—			—			4,259
Shares issued under stock option plans, including related tax benefit		—		—		(18	)		27		(1,153	)		—			—			—			(1,126	)
Balance at December 31, 2009—Predecessor		48	$	46,609		29,453		$	50,577	$	94,892		$	248,697		$	(7,195	)	$	(855	)	$	432,725
Net loss		—		—		—			—		—			(176,177	)		—			(172	)		(176,349	)
Foreign currency translation adjustment arising during period		—		—		—			—		—			—			(627	)		—			(627	)
Comprehensive loss																							(176,976	)
Share-based compensation		—		—		—			—		6,201			—			—			—			6,201
Purchase minority interest		—		—		—			—		(745	)		—			—			745			—
Reclass deferred director's fees to accrued expenses		—		—		—			—		(724	)		—			—			—			(724	)
Shares issued under stock option plans, including related tax benefit		—		—		(116	)		—		(3,605	)		—			—			—			(3,605	)
Balance at November 15, 2010—Predecessor		48	$	46,609		29,337		$	50,577	$	96,019		$	72,520		$	(7,822	)	$	(282	)	$	257,621
SUCCESSOR
Balance at November 16, 2010—Successor		—	$	—		21,345		$	—	$	452,444		$	—		$	—		$	—		$	452,444
Net income (loss)		—		—		—			—		—			6,201			—			(18	)		6,183
Foreign currency translation adjustment arising during period		—		—		—			—		—			—			257			—			257
Comprehensive income																							6,440
Return on preferred shares		—		—		—			—		—			(753	)		—			—			(753	)
Payments for common share exchange		—		—		—			—		(56,875	)		—			—			—			(56,875	)
Redemption of preferred shares		—		—		—			—		(158,843	)		—			—			—			(158,843	)
Balance at December 31, 2010—Successor		—	$	—		21,345			—	$	236,726		$	5,448		$	257		$	(18	)	$	242,413

See accompanying notes to consolidated financial statements.

F-5

RES-CARE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Periods Ended December 31, 2010 and November 15, 2010 and
Years Ended December 31, 2009 and 2008

(In thousands)

				SUCCESSOR			PREDECESSOR
				Nov-16, 2010 - Dec-31, 2010			Jan-1, 2010 - Nov-15, 2010			2009			2008
Operating activities:
	Net income (loss)—including noncontrolling interests			$	6,183		$	(176,349	)	$	(10,292	)	$	36,560
	Adjustments to reconcile net income (loss) to cash provided by operating activities:
		Depreciation and amortization			2,315			22,448			26,161			22,943
		Impairment charges			—			263,155			71,991			313
		Amortization of discount and deferred debt issuance costs			70			1,577			1,221			1,192
		Share-based compensation			—			6,201			4,259			4,846
		Deferred income taxes, net			2,443			(55,598	)		(9,762	)		6,311
		Provision for losses on accounts receivable			844			9,573			9,009			7,104
		Excess tax expense (benefit) from share-based compensation			—			1,176			369			(935	)
		Gain on purchase of businesses			—			—			(1,474	)		—
		(Gain) loss on sale of assets			(27	)		198			269			(5	)
	Changes in operating assets and liabilities:
		Accounts receivable			49,723			(64,732	)		11,176			(32,581	)
		Prepaid expenses and other current assets			(2,246	)		(1,692	)		792			(690	)
		Other assets			(2,163	)		1,439			(1,627	)		4,899
		Accounts payable			9,282			3,150			(4,893	)		(5,325	)
		Accrued expenses			(9,082	)		4,469			3,840			13,011
		Deferred gains			—			(3,172	)		(794	)		(513	)
		Accrued income taxes			1,559			5,873			(1,838	)		2,954
		Long-term liabilities and other			573			8,110			6,230			(13,532	)
			Cash provided by operating activities		59,474			25,826			104,637			46,552
Investing activities:
	Purchases of property and equipment				(2,127	)		(8,593	)		(15,928	)		(19,391	)
	Acquisitions of businesses, net of cash acquired				(7,192	)		(21,234	)		(20,397	)		(56,659	)
	Proceeds from sale of assets				59			120			188			633
			Cash used in investing activities		(9,260	)		(29,707	)		(36,137	)		(75,417	)
Financing activities:
	Long-term debt repayments				(122,388	)		(1,395	)		(811	)		(2,531	)
	Long-term debt borrowings				366,600			2,594			—			—
	Short-term (repayments) borrowings—three months or less, net				(50,000	)		6,000			(59,800	)		34,500
	Payments on obligations under capital leases				(11	)		(85	)		(121	)		(75	)
	Debt issuance costs				(15,863	)		(4,543	)		(72	)		(118	)
	Payments on common share exchange				(56,875	)		—			—			—
	Redemption of preferred shares				(158,843	)		—			—			—
	Return on preferred shares				(753	)		—			—			—
	Proceeds received from exercise of stock options				—			—			415			1,562
	Excess tax (expense) benefit from share-based compensation				—			(1,176	)		(369	)		935
	Employee withholding payments on share-based compensation				—			(2,683	)		(1,379	)		(1,593	)
			Cash (used in) provided by financing activities		(38,133	)		(1,288	)		(62,137	)		32,680
Effect of exchange rate changes on cash and cash equivalents					12			(44	)		715			(1,030	)
Increase (decrease) in cash and cash equivalents					12,093			(5,213	)		7,078			2,785
Cash and cash equivalents at beginning of period					15,459			20,672			13,594			10,809
Cash and cash equivalents at end of period				$	27,552		$	15,459		$	20,672		$	13,594
Supplemental disclosures of cash flow information:
	Cash paid for:
		Interest		$	2,743		$	16,001		$	15,093		$	18,072
		Income taxes (net of refunds of $0.1 million, $1.2 million, $0.3 million, $0.2 million, respectively)			1,210			1,160			9,889			17,073
Supplemental schedule of non-cash investing and financing activities:
	Notes issued in connection with acquisitions				—			4,137			1,764			1,767
	New capital lease obligations				—			(725	)		733			—

See accompanying notes to consolidated financial statements.

F-6

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands)

1. Summary of Significant Accounting Policies

Basis of Presentation and Description of Business

        The consolidated financial statements include the accounts of Res-Care, Inc. and its subsidiaries. All references in these financial statements to "ResCare", "Company", "our company", "we", "us", or "our" mean Res-Care, Inc. and, unless the context otherwise requires, its consolidated subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

        On November 16, 2010, an affiliate of Onex Partners III LP (Purchaser) completed a tender offer to acquire all outstanding shares of ResCare common stock, as further described in Note 2. The acquisition resulted in a new basis of accounting under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations (previously Statement of Financial Accounting Standards No. 141R). This change creates many differences between reporting for ResCare post-acquisition, as successor, and ResCare pre-acquisition, as predecessor. The accompanying consolidated financial statements and the notes to consolidated financial statements reflect separate reporting periods. The separate reporting periods are January 1, 2010 through November 15, 2010 (predecessor) and November 16, 2010 through December 31, 2010 (successor). Periods prior to and including 2009 are related to the predecessor.

        We receive revenues primarily from the delivery of residential, therapeutic, job training and educational support services to various populations with special needs.

Fiscal Year

        Operating results of acquired businesses are included in the Consolidated Statements of Income from the date of acquisition. During 2009, we eliminated the one-month lag between the reporting periods of our international operations and the rest of the company. Therefore, our international results include one additional month for the year ended December 31, 2009. This adjustment, a $0.5 million loss, did not have a material effect on our 2009 results of operations.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts and related disclosures of commitments and contingencies. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Segments

        During each period presented, we had three reportable operating segments: (i) Community Services, (ii) Job Corps Training Services and (iii) Employment Training Services. Effective January 1, 2011, we changed our reportable operating segments to: (i) Residential Services, (ii) ResCare HomeCare, (iii) Youth Services and (iv) Workforce Services. Residential Services primarily includes services for individuals with intellectual, cognitive or other developmental disabilities in our group home settings. ResCare HomeCare primarily includes periodic in-home care services to the elderly, as well as persons with disabilities. Youth Services consists of our Job Corps centers, a variety of youth

F-7

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

1. Summary of Significant Accounting Policies (Continued)

programs including foster care, alternative education programs and charter schools. Workforce Services is comprised of our domestic and international job training and placement programs that assist welfare recipients and disadvantaged job seekers in finding employment and improving their career prospects. Further information regarding our segments is included in Note 9.

Revenue Recognition

        Overview:    We recognize revenues as they are realizable and earned in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements (SAB 104). SAB 104 requires that revenue can only be recognized when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable and collectibility is reasonably assured.

        Community Services:    Revenues are derived primarily from 35 different state Medicaid programs and from management contracts with private operators, generally not-for-profit providers, who contract with state government agencies and are also reimbursed under the Medicaid programs. Revenues from the state Medicaid programs are recorded at rates established at or before the time services are rendered. Depending upon the state's reimbursement policies and practices, revenue is computed on the basis of a fixed fee per individual, which may include some form of incentive payment, a percentage of operating expenses (cost-plus contracts), a percentage of revenue or an overall fixed fee paid regardless of occupancy. Revenue is recognized in the period services are rendered.

        Job Corps Training Services:    Revenues include amounts reimbursable under cost reimbursement contracts with the Department of Labor (DOL) for operating Job Corps centers for education and training programs. The contracts provide reimbursement for direct facility and program costs related to operations, allowable indirect costs for general and administrative costs, plus a predetermined management fee, normally a combination of fixed and performance-based. Final determination of amounts due under the contracts is subject to audit and review by the applicable government agencies. Revenue is recognized in the period associated costs are incurred and services are rendered.

        Employment Training Services:    Revenues are derived primarily through contracts with local and state governments funded by federal agencies. Revenue is generated from contracts which contain various pricing arrangements, including: (1) cost reimbursable, (2) performance-based, (3) hybrid, and (4) fixed price.

        With cost reimbursable contracts, revenue is recognized for the direct costs associated with functions that are specific to the contract, plus an indirect cost percentage that is applied to the direct costs, plus a profit. Revenue is recognized in the period the associated costs are incurred and services are rendered.

        Under a performance-based contract, revenue is generally recognized as earned based upon the attainment of a unit performance measure times the fixed unit price for that specific performance measure. Typically, there are many different performance measures that are stipulated in the contract that must be tracked to support the billing and revenue recognition. Revenues may be recognized prior to achieving a benchmark as long as reliable measurements of progress-to-date activity can be obtained,

F-8

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

1. Summary of Significant Accounting Policies (Continued)

indicating that it is probable that the benchmark will be achieved. This requires judgment in determining what is considered to be a reliable measurement.

        Revenues for hybrid contracts are recognized based on the specific contract language. The most common type of hybrid contract is "cost-plus," which provide for the reimbursement of direct and indirect costs with profit tied to meeting certain performance measures. Revenues for cost-plus contracts are generally recognized in the period the associated costs are incurred with an estimate made for the performance-based portion, as long as reliable measurements of progress-to-date activity can be obtained, indicating that it is probable that the benchmark will be achieved. This requires judgment in determining what is considered to be a reliable measurement.

        Revenues for fixed price contracts are generally recognized in the period services are rendered. Certain of our long-term fixed price contracts may contain performance-based measures that can increase or decrease our revenue. Revenue is deferred in cases where the fixed price is not determinable as a result of these provisions.

        Laws and regulations governing the government programs and contracts are complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. For each operating segment, expenses are subject to examination by agencies administering the contracts and services. We believe that adequate provisions have been made for potential adjustments arising from such examinations.

        We are substantially dependent on revenues received under contracts with federal, state and local government agencies. Operating funding sources for 2010 in both the successor and predecessor were approximately 64% through Medicaid reimbursement, 8% from the DOL and 28% from other payors. There was no single customer whose revenue was 10% or more of our consolidated revenue for any reporting period presented, except 2008. In 2008 we derived 11% of our revenues under contracts from the DOL under the Federal Job Corps program. Generally, these contracts are subject to termination at the election of governmental agencies and in certain other circumstances such as failure to comply with applicable regulations or quality of service issues.

Facility and Program Expenses

        We classify expenses directly related to providing services, along with depreciation and amortization attributable to our operating segments, as facility and program expenses. Direct costs and expenses principally include salaries and benefits for direct care professionals and operating management, contracted labor costs, insurance costs, transportation costs for clients requiring services, certain client expenses such as food, supplies and medicine, residential occupancy expenses, which primarily comprise rent and utilities, and other miscellaneous direct service-related expenses.

Cash Equivalents

        We consider all highly liquid instruments purchased with a maturity at the time of acquisition of three months or less to be cash equivalents and are treated as such for reporting cash flows. Cash equivalents are stated at cost, which approximates market value.

F-9

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

1. Summary of Significant Accounting Policies (Continued)

Valuation of Accounts Receivable

        Accounts receivable consist primarily of amounts due from Medicaid programs, other government agencies and commercial insurance companies. An estimated allowance for doubtful accounts receivable is recorded to the extent it is probable that a portion or all of a particular account will not be collected. In evaluating the collectibility of accounts receivable, we consider a number of factors, including historical loss rates, age of the accounts, changes in collection patterns, the status of ongoing disputes with third-party payors, general economic conditions and the status of state budgets. Complex rules and regulations regarding billing and timely filing requirements in various states are also a factor in our assessment of the collectibility of accounts receivable. Actual collections of accounts receivable in subsequent periods may require changes in the estimated allowance for doubtful accounts. Changes in these estimates are charged or credited to the results of operations in the period of the change of estimate.

Valuation of Long-Lived Assets

        We regularly review the carrying value of long-lived assets with respect to any events or circumstances that indicate a possible inability to recover their carrying amount. Indicators of impairment include, but are not limited to, loss of contracts, significant census declines, reductions in reimbursement levels, significant litigation and impact of economic conditions on service demands and levels. Our evaluation is based on undiscounted cash flows, profitability and projections that incorporate current or projected operating results, as well as significant events or changes in the reimbursement or regulatory environment. If circumstances suggest the recorded amounts cannot be recovered, the carrying values of such assets are reduced to fair value based upon various techniques to estimate fair value.

Goodwill and Other Indefinite-lived Intangible Assets

        Goodwill is calculated as the excess of the cost of purchased businesses over the fair value of their underlying net assets. Goodwill was recorded for the Onex transaction (see Note 2) to reflect the amount of purchase price in excess of the fair value of the Company's net assets. Other indefinite-lived intangible assets include licenses that are essential for ResCare to operate its businesses in various states and other jurisdictions. Goodwill and other indefinite-lived intangible assets are not amortized. We test goodwill and other indefinite-lived intangible assets for impairment annually, unless changes in circumstances indicate impairment may have occurred sooner. We test goodwill on a reporting unit basis, in which a reporting unit is generally defined as the operating segment, but can be a component of an operating segment. We use a fair value approach to test goodwill for impairment and recognize an impairment charge for the amount, if any, by which the carrying amount of goodwill exceeds its implied fair value. Fair values for goodwill are established using a weighted-average of discounted cash flows and comparative market multiples in the current market conditions. The goodwill impairment test is a two-part test. Step One of the impairment test compares the fair values of each of our reporting units to their carrying value. If the fair value is less than the carrying value for any of our reporting units, Step Two must be completed. Fair values for indefinite-lived intangible assets are measured using the income approach. As all indefinite-lived intangible assets and goodwill were recorded at fair value

F-10

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

1. Summary of Significant Accounting Policies (Continued)

as of November 16, 2010, no impairments were recorded during the successor period ended December 31, 2010.

        During the predecessor period ended November 15, 2010, we recorded a goodwill impairment charge of $263.2 million. In 2009 we recorded a goodwill impairment charge of $70.1 million. No impairment charges were recorded for 2008. See Note 4 for the details of the impairment charges.

Intangible Assets—Defined Lives

        Our intangible assets consist primarily of trade names, customer contracts and relationships and non-competition agreements, which are amortized over two to twenty years, based on their estimated useful lives.

Debt Issuance Costs

        Debt issuance costs are capitalized and amortized as interest expense over the terms of the related debt using an effective interest method.

Income Taxes

        Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

        In June, 2006, the FASB issued ASC 740-10-25, Income Tax Position, (ASC 740-10-25) which clarifies the criteria that a tax position must satisfy for some or all of the benefits of that position to be recognized in an enterprise's financial statements in accordance with ASC 740-10, Accounting for Income Taxes, (ASC 740-10). This Interpretation prescribes a recognition threshold of more-likely-than-not and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax return. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

        Our policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as corporate general and administrative expense.

Deferred Gains on Sale and Leaseback of Assets

        Gains from the sale and leaseback of assets are deferred and amortized over the term of the operating lease as a reduction of rental expense.

F-11

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

1. Summary of Significant Accounting Policies (Continued)

Legal Contingencies

        We are a party to numerous claims and lawsuits with respect to various matters. We provide for costs, including legal costs, related to contingencies when a loss is probable and the amount is reasonably determinable. We confer with outside counsel in estimating our potential liability for certain legal contingencies. While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict and we may settle legal claims or be subject to judgments for amounts that exceed our estimates.

Insurance Losses

        We self-insure a substantial portion of our professional, general and automobile liability, workers' compensation and health benefit risks. These liabilities are necessarily based on estimates and, while we believe that the provision for loss is adequate, the ultimate liability may be more or less than the amounts recorded. Provisions for losses for workers' compensation risks are based upon actuarially determined estimates and include an amount determined from reported claims and an amount based on past experiences for losses incurred but not reported. Estimates of workers' compensation claims reserves have been discounted using a discount rate of 3% at December 31, 2010 and 2009. The liabilities are evaluated quarterly and any adjustments are reflected in earnings in the period known. We have excess general and professional liability insurance coverages.

Operating Leases

        We lease certain operating facilities, office space, vehicles and equipment under operating leases. Our operating lease terms generally range from one to fifteen years with renewal options. Facility lease agreements may include rent holidays and rent escalation clauses. We recognize rent holiday periods and scheduled rent increases on a straight-line basis over the lease term beginning with the date we take possession of the leased space.

Property and Equipment

        At November 16, 2010, all property and equipment was stated at fair value as discussed in Note 2. All additions of property and equipment from November 16, 2010 through December 31, 2010 are stated at cost. At December 31, 2010 all property and equipment was stated at fair value or cost, less accumulated depreciation and amortization. Depreciation and amortization are provided by the straight-line method over the estimated useful lives of the assets. Estimated useful lives for buildings are 20 years. Assets under capital lease and leasehold improvements are amortized over the term of the respective lease or the useful life of the asset, if shorter, which varies from one to fifteen years. The useful lives of furniture and equipment vary from three to seven years. Depreciation expense includes amortization of assets under capital lease.

        We act as custodian of assets where we have contracts to operate facilities or programs owned or leased by the DOL, various states and private providers.

F-12

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

1. Summary of Significant Accounting Policies (Continued)

Foreign Currency Translation

        A foreign subsidiary designates its local currency as its functional currency. Operating results are translated into U.S. dollars using monthly average exchange rates, while balance sheet accounts are translated using year-end exchange rates. The resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders' equity.

Share-Based Compensation

        Effective January 1, 2006, we adopted the provisions of ASC 718, Stock Compensation, (ASC 718) using the modified prospective transition method. Under this transition method, compensation expense recognized during the period ended November 15, 2010 and years ended December 31, 2009 and 2008 included: (a) compensation expense for all share-based awards granted prior to, but not yet vested as of, December 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of ASC 718, and (b) compensation expense for all share-based awards granted subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with the provisions of ASC 718. Pursuant to ASC 718, the income tax benefits exceeding the recorded deferred income tax benefit from share-based compensation awards (the excess tax benefits) are required to be reported in cash provided by financing activities. Our share-based compensation plans and share-based payments are described more fully in Note 11, "Share-Based Compensation".

Financial Instruments

        We used various methods and assumptions in estimating the fair value disclosures for significant financial instruments. Fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying amount because of the short maturity of those investments. The fair value of long-term debt is determined using market quotes and calculations based on current market rates available to us.

Impact of Recently Issued Accounting Pronouncements

        In October 2009, the FASB issued Accounting Standard Update 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13). ASU 2009-13 amends ASC 650-25 to eliminate the requirement that all undelivered elements have vendor-specific objective evidence (VSOE) or third-party evidence (TPE) before an entity can recognize the portion of an overall arrangement fee that is attributable to items that already have been delivered. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when VSOE or TPE is unavailable. This amendment will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted as of the beginning of a fiscal year. We do not expect the adoption of this statement to have a material impact on our consolidated financial position, results of operations or cash flows.

F-13

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

2. Onex Transaction

        On September 6, 2010, Purchaser entered into an agreement and plan of share exchange with ResCare, pursuant to which it agreed to acquire all shares of ResCare common stock not already owned by Onex Corporation and its affiliates, including Onex Partners LP (collectively, the Onex Investors), for a purchase price of $13.25 per share on the terms and conditions set forth therein.

        In accordance with the share exchange agreement, Purchaser commenced a tender offer to acquire all outstanding shares of ResCare common stock not already held by Purchaser and its affiliates (the Public Shares) on October 7, 2010. On November 16, 2010, the Onex Investors (including Onex Partners III LP) contributed $120.0 million to Purchaser in exchange for Purchaser's common membership interests and $158.8 million for Purchaser's preferred membership interests that accrue a preferred return at the rate of 4.8%. The tender offer was consummated on November 16, 2010 (the Stock Tender Offer). Purchaser purchased 21,044,765 Public Shares in the Stock Tender Offer, and, at that time, the Onex Investors beneficially owned 87.4% of the issued and outstanding shares of ResCare's common stock on an as-converted basis. The change of control occurred on November 16, 2010, which is the acquisition date for accounting purposes.

        On December 20, 2010, the ResCare shareholders approved the second-step share exchange transaction (the Share Exchange) in which all Public Shares not acquired in the Stock Tender Offer, excluding shares held by members of our management who agreed to roll-over their existing equity ownership into equity of Onex Rescare Holdings Corp. (Rollover Holders), were to be exchanged for $13.25 per share, without interest.

        The following transactions occurred concurrently on December 22, 2010:

•

ResCare entered into new senior secured credit facilities, comprised of a new $170 million term loan facility and an amended and restated $275 million revolving credit facility;

•

ResCare issued $200 million of 10.75% Senior Notes (unsecured) due 2019 in a private placement under the Securities Act of 1933;

•

ResCare repurchased $120 million (approximately 80%) aggregate principal amount of its previously tendered 7.75% Senior Notes due 2013;

•

The Purchaser completed the previously announced acquisition of all of the publicly held common shares of ResCare through the second-step share exchange transaction, whereby each outstanding share of ResCare common stock not currently held by Onex Investors was exchanged for the right to receive $13.25 in cash ($56.9 million); and

•

The Purchaser redeemed preferred membership interests held by certain of the Onex Investors for an amount equal to the contributions ($158.8 million) made by them in respect of the purchase of such interests plus the accrued preferred return ($0.8 million) on such interests through the redemption date.

        Following the Share Exchange, the issuance of the notes and receipt of any required regulatory approvals, Onex Partners LP and the other Onex Investors holding shares of ResCare's common and preferred stock prior to the commencement of the Stock Tender Offer contributed their shares of ResCare to Onex Rescare Holdings Corp. (New Holdco) in exchange for shares of New Holdco's nonvoting common stock. On December 22, 2010, an independent group of co-investors contributed

F-14

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

2. Onex Transaction (Continued)

$1.4 million to New Holdco in exchange for New Holdco's voting common stock. In addition, the Onex affiliates holding membership interests ($120.0 million) in Purchaser contributed their interests in such entity to New Holdco in exchange for shares of New Holdco's voting common stock. The Rollover Holders contributed their shares of ResCare to New Holdco in exchange for shares of New Holdco's voting common stock. Following these contributions, Purchaser was merged into ResCare, with ResCare as the surviving entity, and ResCare is now a wholly owned subsidiary of New Holdco, which in turn, is now owned by the Onex Investors, certain co-investors and members of our management team.

        The total purchase price was $452.4 million based on 34.1 million outstanding ResCare shares (fully converted) at $13.25 per share.

        The Company is currently in the process of finalizing the purchase price allocation with respect to the Onex transaction and must complete: (1) finalization of the third-party valuation report and (2) the allocation of the purchase price to the proper tax jurisdictions, which will allow the Company to complete the final calculation of the deferred income taxes. Therefore, accounts that are considered preliminary as of December 31, 2010, include deferred income taxes, goodwill, other intangible assets, other liabilities, noncontrolling interest and property, plant and equipment.

        The preliminary purchase price allocation is as follows:

			Fair Value at Nov. 16, 2010
Cash and cash equivalents			$	15,459
Accounts and notes receivable				266,508
Deferred income taxes				14,896
Prepaid expenses and other current assets				25,985
Property, plant and equipment				96,388
Goodwill				229,931
Other intangible assets				321,249
Other assets				12,079
	Total assets acquired			982,495
Current liabilities				191,007
Long-term debt				205,437
Deferred income taxes				100,223
Other long-term liabilities				33,384
	Total liabilities assumed			530,051
		Net assets acquired	$	452,444

        The fair values were estimated by the Company's management based on independent appraisals, fair values of equivalent properties or analysis of expected future cash flows. The gross contractual amount of accounts and notes receivable at November 16, 2010 was $293.8 million. The Company estimates that $27.3 million of the receivable-related contractual cash flows as of November 16, 2010 are not expected to be collected.

F-15

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

2. Onex Transaction (Continued)

        The following table details the goodwill and identifiable intangible assets acquired in the Onex transaction and their estimated values and expected amortizable lives:

			Fair Value		Useful Life (Years)
Goodwill			$	229,931	Indefinite
Other Intangible assets:
	Licenses			227,440	Indefinite
	Trade names			63,590	20
	Customer relationships			28,160	20
	Covenants not to compete			1,480	2
	Other			579	5
		Total other intangible assets		321,249
Total intangible assets			$	551,180

        There were no purchased research and development assets acquired and written-off in connection with the Onex transaction. Approximately $169 million of the goodwill is expected to be deductible for tax purposes.

3. Acquisitions

2010—Successor

        During the successor period, we completed an acquisition on December 1, 2010 within our Community Services segment. Total consideration for this acquisition was approximately $7.2 million. This acquisition is expected to generate annual revenues of approximately $12.2 million. The operating results of this acquisition are included in the consolidated statement of income from the date of acquisition.

        The purchase price allocation for this acquisition was as follows:

Property and equipment		$	8
Other intangible assets			2,270
Goodwill			4,892
Other assets			22
	Aggregate purchase price	$	7,192

        Approximately $2.3 million of other intangible assets will be amortized over five to twenty years and consist of $0.1 million of company trade name, $0.1 million of covenants not-to-compete and $2.1 million of customer relationships. The entire balance of goodwill was allocated to the Community Services segment. We expect all of the $4.9 million of goodwill will be deductible for tax purposes.

F-16

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

3. Acquisitions (Continued)

2010—Predecessor

        During the predecessor period, we completed eleven acquisitions within our Community Services segment. Total consideration for these acquisitions was approximately $25.4 million, including $4.1 million of notes issued. These acquisitions are expected to generate annual revenues of approximately $55.3 million. The operating results of these acquisitions are included in the consolidated statement of income from the date of acquisition.

        The purchase price allocation for these acquisitions was as follows:

Property and equipment		$	244
Other intangible assets			10,523
Goodwill			14,738
Other assets			111
Liabilities assumed			(245	)
	Aggregate purchase price	$	25,371

        Approximately $8.6 million of other intangible assets are amortized over five to twenty years and consist of $1.0 million of company trade name, $2.0 million of covenants not-to-compete and $5.6 million of customer relationships, with $1.9 million of other intangibles not subject to amortization. Amortization expense for the above intangible assets totaled $5.8 million for the period ended November 15, 2010. The entire balance of goodwill was allocated to the Community Services segment. We expect all of the $14.7 million of goodwill will be deductible for tax purposes.

2009—Predecessor

        We completed sixteen acquisitions during 2009, all within our Community Services segment. Aggregate consideration for these acquisitions was approximately $22.8 million, including $1.8 million of notes issued. These acquisitions are expected to generate annual revenues of approximately $50.0 million. The operating results of these acquisitions are included in the consolidated statements of income from the date of acquisition.

        The aggregate purchase price for these acquisitions was allocated as follows:

Property and equipment		$	1,056
Other intangible assets			6,255
Goodwill			15,844
Cash acquired			651
Other assets			592
Liabilities assumed			(112	)
Gain			(1,474	)
	Aggregate purchase price	$	22,812

        Two of the acquisitions were considered bargain purchases since the purchase price of the acquisitions was less than the value assigned to the assets and liabilities acquired. We recorded a

F-17

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

3. Acquisitions (Continued)

$1.5 million gain on these acquisitions. This gain is included in the other operating (income) expense line item on our consolidated statement of income.

        Approximately $5.3 million of other intangible assets are amortized over five to twenty years and consist of $1.0 million of company trade name, $1.5 million of covenants not-to-compete and $2.8 million customer relationships, with $1.0 million of other intangibles not subject to amortization. Amortization expense for the above intangible assets totaled $0.3 million for the year ended December 31, 2009. The entire balance of goodwill was allocated to the Community Services segment. We expect all of the $15.8 million of goodwill will be deductible for tax purposes.

4. Goodwill and Intangible Assets

        A summary of changes to goodwill for the successor period November 16, 2010 through December 31, 2010 is as follows:

		Community Services		Job Corps Training Services		Employment Training Services		Other(1)		Total
Balance at November 16, 2010
	Goodwill	$	185,094	$	13,796	$	31,041	$	—	$	229,931
	Goodwill added through acquisition		4,892		—		—		—		4,892
	Adjustments to previously recorded goodwill(2)		44		—		—		—		44
	Balance at December 31, 2010	$	190,030	$	13,796	$	31,041	$	—	$	234,867

(1)

Other is comprised of international and school operations.

(2)

Adjustments to previously recorded goodwill primarily relate to foreign currency translation.

        Intangible assets are as follows:

	November 16, 2010				December 31, 2010
	Fair Value		Accumulated Amortization		Gross		Accumulated Amortization		Life (Years)
Licenses	$	227,440	$	—	$	227,440	$	—	Indefinite
Trade names		63,590		—		63,628		397	5 - 20
Customer relationships		28,160		—		30,200		337	20
Covenants not to compete		1,480		—		1,580		92	2 - 5
Other intangible assets		579		—		579		15	5
	$	321,249	$	—	$	323,427	$	841

F-18

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

4. Goodwill and Intangible Assets (Continued)

        Estimated amortization expense for the next five years is as follows:

Year Ending December 31:
2011	$	6,254
2012		5,937
2013		5,196
2014		5,143
2015		5,073

        A summary of changes to predecessor goodwill is as follows:

		Community Services			Job Corps Training Services		Employment Training Services			Other(1)			Total
Balance at January 1, 2009
	Goodwill, gross	$	368,182		$	7,589	$	62,053		$	38,703		$	476,527
	Accumulated impairment losses		—			—		—			(331	)		(331	)
	Goodwill, net		368,182			7,589		62,053			38,372			476,196
	Goodwill added through acquisitions		15,844			—		—			—			15,844
	Impairment charge		—			—		(53,082	)		(16,989	)		(70,071	)
	Purchase price allocation adjustment, net		—			—		—			(1,430	)		(1,430	)
	Adjustments to previously recorded goodwill(2)		918			—		5			1,164			2,087
Balance at December 31, 2009
	Goodwill, gross		384,944			7,589		62,058			38,437			493,028
	Accumulated impairment losses		—			—		(53,082	)		(17,320	)		(70,402	)
	Goodwill, net		384,944			7,589		8,976			21,117			422,626
	Goodwill added through acquisitions		14,738			—		—			—			14,738
	Impairment charge		(245,915	)		—		—			(17,240	)		(263,155	)
	Adjustments to previously recorded goodwill(2)		302					113			(1,105	)		(690	)
Balance at November 15, 2010
	Goodwill, gross		399,984			7,589		62,171			37,332			507,076
	Accumulated impairment loss		(245,915	)		—		(53,082	)		(34,560	)		(333,557	)
	Goodwill, net	$	154,069		$	7,589	$	9,089		$	2,772		$	173,519

(1)

Other is comprised of international and school operations.

(2)

Adjustments to previously recorded goodwill primarily relate to foreign currency translation and earn-out payments on acquisitions. Earn-out payments are generally determined at specific future dates based on the terms of the purchase agreement.

F-19

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

4. Goodwill and Intangible Assets (Continued)

        During the third quarter of 2010, we updated our current and future year forecasts. The updated revenues and profits in the forecasts were negatively impacted by various contract losses, rate and service cuts by numerous states and other factors attributed to the general economic environment. We concluded that these factors were indicators of possible impairment of goodwill, requiring an interim impairment test during the quarter. We performed the interim test on all five reporting units. As such, the Company recorded an estimated impairment charge during the third quarter of 2010 of $65.6 million. Accordingly, the net carrying values of goodwill in the Community Services, International and Schools reporting units were reduced $46.9 million, $13.8 million and $4.9 million, respectively. Step Two of the goodwill impairment test was completed for these three reporting units in the fourth quarter of 2010. Step Two required that we determine the implied fair value of the reporting units' goodwill by allocating the reporting units' fair value determined in Step One to the fair value of the reporting units' net assets, including unrecognized intangible assets. The goodwill calculated in Step Two is then compared to the recorded goodwill, with an impairment charge recorded in the amount that the book value of goodwill exceeds the implied fair value of goodwill calculated in this step. As such, we recorded an additional impairment charge of $197.6 million related to goodwill in the period October 1, 2010 to November 15, 2010, including $199.0 million recorded in the Community Services reporting unit, $0.6 million reduction to the third quarter charge recorded in the Schools reporting unit and $0.9 million reduction to the third quarter charge recorded in the International reporting unit.

        We utilized information obtained from our preliminary purchase price allocation for the Onex transaction in completing our Step Two analysis. This resulted in a significantly higher final impairment charge than initially estimated in our third quarter results, primarily due to some significant other intangibles that were identified for the purchase price allocation which had not been previously identified or recorded in the financial statements.

        Predecessor intangible assets are as follows:

	December 31, 2009
	Gross		Accumulated Amortization		Life (Years)
Customer relationships	$	37,186	$	9,707		10 - 20
Covenants not to compete		30,421		19,845		2 - 15
Other intangibles		10,983		3,196		1 - 10
	$	78,590	$	32,748

        Amortization expense for the period ended November 15, 2010, and for the years ended 2009 and 2008 was approximately $5.8 million, $7.1 million and $4.8 million, respectively.

F-20

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

5. Debt

        Long-term debt and obligations under capital leases consist of the following:

		December 31
		2010		2009
10.75% senior notes due 2019		$	200,000	$	—
Senior secured term loan due 2016, net of discount of $3.4 million			166,615		—
7.75% senior notes due 2013, net of discount of $0.5 million in 2009			30,535		149,480
Senior secured credit facility			—		44,000
Obligations under capital leases			523		1,317
Notes payable and other			8,929		4,440
			406,602		199,237
	Less current portion		39,287		3,044
		$	367,315	$	196,193

        On December 22, 2010, we issued $200 million of 10.75% Senior Notes due January 15, 2019 in a private placement to qualified institutional buyers under the Securities Act of 1933. The 10.75% Senior Notes, which had an issue price of 100% of the principal amount, are unsecured obligations ranking equal to existing and future debt and are subordinate to existing and future secured debt. The effective interest rate for these notes is approximately 10.75%. Proceeds were used to fund $120 million of our tendered 7.75% Senior Notes due October 2013. The 7.75% Senior Notes were originally issued on October 3, 2005 for $150 million under a private placement arrangement at an issue price of 99.261%. These securities were unsecured obligations. In addition, proceeds from the $200 million issuance of 10.75% Senior Notes were used to purchase outstanding shares of common stock tendered by our shareholders and for general corporate purposes. The 10.75% Senior Notes are jointly, severally, fully and unconditionally guaranteed by our domestic subsidiaries.

        On December 22, 2010, we amended our existing senior secured revolving credit facility which originally had been scheduled to mature on July 28, 2013. The aggregate amount available under the revolving credit facility is $275 million until July 28, 2013, after which the revolving credit facility will be extended until December 22, 2015 for the extending revolving credit lenders. The aggregate amount available under the extended revolving credit facility will be $240 million. In addition, $175 million of additional borrowing capacity will be available for use to increase the revolving credit facility, or to increase other certain senior secured indebtedness, subject to certain limitations and conditions in our other debt agreements. The facility will be used primarily for working capital purposes, letters of credit required under our insurance programs and for acquisitions. The amended and restated senior credit facility contains various financial covenants relating to capital expenditures and rentals, and requires us to maintain specified ratios with respect to interest coverage and leverage. The amendment continues to provide for the exclusion of charges incurred in connection with the resolution of the matter described in Note 15, as well as any non-cash impairment charges, in the calculation of certain financial covenants. The amended and restated senior credit facility is secured by a lien on all of our assets and, through secured guarantees, on all of our domestic subsidiaries' assets.

F-21

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

5. Debt (Continued)

        On December 22, 2010, we issued a $170 million senior secured term loan (the Term Loan) due December 22, 2016. Additional capacity of $175 million will be available for use to increase the Term Loan, or to increase the revolving credit facility, subject to certain limitations and conditions in our other debt agreements. The Term Loan was used primarily to redeem the $159.6 million of Purchaser's preferred equity held by Onex Partners III LP and other Onex Investors plus accrued dividends, related to its acquisition and funding of tendered Company shares on November 16, 2010. The Term Loan contains various financial covenants similar with respect to the amended and restated revolving credit facility. The Term Loan is an amortizing obligation, with principal payments of 1% of the outstanding Term Loan balance due annually. Pricing for the Term Loan is variable, at the London Interbank Offered Rate (LIBOR) plus 550 basis points or the Base Rate plus 450 basis points, at the Company's election. LIBOR is defined as having a minimum rate of 1.75%, and the Base Rate is defined as having a minimum rate of the Fed Funds rate plus 50 basis points. The Term Loan is secured by a lien on substantially all of our assets and, through secured guarantees, on substantially all of our domestic subsidiaries' assets.

        As of December 31, 2010, we had irrevocable standby letters of credit in the principal amount of $67.6 million issued primarily in connection with our insurance programs. As of December 31, 2010, we had $207.4 million available under the amended and restated revolving credit facility, with no outstanding balance. Outstanding balances bear interest at 4.50% over the LIBOR or other bank developed rates at our option. As of December 31, 2010, the weighted average interest rate was not applicable as there were no outstanding borrowings. Letters of credit had a borrowing rate of 4.625% as of December 31, 2010. The commitment fee on the unused balance was 0.50%. The margin over LIBOR and the commitment fee is determined quarterly based on our leverage ratio, as defined by the revolving credit facility. We are in compliance with our debt covenants at December 31, 2010.

        Maturities of long-term debt and obligations under capital leases are as follows:

Year Ending December 31
2011	$	39,287
2012		3,420
2013		1,840
2014		1,850
2015		1,861
Thereafter		358,344
	$	406,602

F-22

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

6. Income Taxes

        Income tax expense (benefit) attributable to income (loss) from continuing operations is summarized as follows:

				SUCCESSOR			PREDECESSOR
				Nov-16, 2010 - Dec-31, 2010			Jan-1, 2010 - Nov-15, 2010			2009			2008
Current:
	Federal			$	1,475		$	3,317		$	4,971		$	12,381
	State				343			1,124			1,353			2,616
	Foreign				182			250			386			1,274
		Total current			2,000			4,691			6,710			16,271
Deferred:
	Federal				2,372			(47,022	)		(7,578	)		3,979
	State				433			(8,576	)		(1,226	)		744
	Foreign				(362	)		—			(927	)		(172	)
		Total deferred			2,443			(55,598	)		(9,731	)		4,551
			Total income tax expense (benefit)	$	4,443		$	(50,907	)	$	(3,021	)	$	20,822

        A reconciliation of the U.S. Federal income tax rate of 35% to income tax expense (benefit) expressed as a percent of pretax income (loss) from continuing operations follows:

		SUCCESSOR			PREDECESSOR
		Nov-16, 2010 - Dec-31, 2010			Jan-1, 2010 - Nov-15, 2010			2009			2008
Federal income tax at the statutory rate			35.0	%		35.0	%		35.0	%		35.0	%
Increase (decrease) in income taxes:
	State and foreign income taxes, net of federal benefits		10.2			3.3			(3.3	)		4.0
	Jobs tax credits, net		(3.8	)		1.2			27.7			(5.4	)
	Nondeductible expenses and other		0.4			(1.4	)		(7.8	)		0.7
	Reserves for income tax contingencies		—			—			0.7			0.6
	Deferred tax valuation allowance		—			—			(7.6	)		1.2
	Nondeductible impairments		—			(15.7	)		(22.0	)		—
			41.8	%		22.4	%		22.7	%		36.1	%

        As of December 31, 2010, we have state net operating loss carryforwards of approximately $55 million which are available to offset future taxable income, if any, of certain entities in certain states. These carryforwards will expire between 2011 and 2029. Application of some of these carryforwards may be limited under the change of ownership provisions. These carryforwards have been partially or fully offset by valuation allowances, as our ability to apply these carryforwards may be limited.

        As of December 31, 2010, we have federal foreign tax credit carryforwards of approximately $1.4 million. If not used, these carryforwards will expire between 2011 and 2020. These credit

F-23

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

6. Income Taxes (Continued)

carryforwards have been fully offset by a valuation allowance as our ability to apply these carryforwards is subject to limitation.

        We have not recognized a deferred tax liability of approximately $2.3 million for the undistributed earnings of our foreign subsidiaries that arose in 2010 and prior years as we consider these earnings to be indefinitely reinvested. As of December 31, 2010, the undistributed earnings of these subsidiaries were approximately $5.9 million.

        During the periods ended November 15, 2010 and December 31, 2009, $0.4 million was debited to additional paid-in capital for tax shortfalls associated with share-based compensation. During the year ended December 31, 2008, $0.9 million was credited to additional paid-in capital for the tax benefits associated with share-based compensation.

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

				SUCCESSOR 2010			PREDECESSOR 2009
Deferred tax assets:
	Accounts receivable			$	10,707		$	8,582
	Property and equipment				613			—
	Covenants not to compete and other intangible assets				—			1,165
	Workers' compensation costs				12,640			12,567
	Compensated absences				4,315			3,306
	Other insurance reserves				10,769			4,539
	Share-based compensation				—			2,042
	Other liabilities and reserves				2,374			3,772
	Deferred gains and revenues				357			1,772
	Deferred state income tax net operating loss carryforwards				7,924			5,664
	Deferred tax credits, foreign tax credit carryforwards and other				2,247			2,212
		Total gross deferred tax assets			51,946			45,621
		Less valuation allowance			7,861			5,388
			Net deferred tax assets		44,085			40,233
Deferred tax liabilities:
	Revenue adjustments				8,105			—
	Property and equipment				13,527			6,947
	Goodwill and other intangible assets				110,083			31,007
	Other				140			212
		Total deferred tax liabilities			131,855			38,166
		Net deferred tax (liability) asset		$	(87,770	)	$	2,067
Classified as follows:
	Current deferred income tax assets			$	14,306		$	22,879
	Noncurrent deferred income tax liability				(102,076	)		(20,812	)
		Net deferred tax (liability) asset		$	(87,770	)	$	2,067

F-24

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

6. Income Taxes (Continued)

        A valuation allowance for deferred tax assets was provided as of December 31, 2010 related to state and foreign income tax net operating loss carryforwards and federal foreign tax credit carryovers. The realization of deferred tax assets is dependent upon generating future taxable income when temporary differences become deductible. Based upon the historical and projected levels of taxable income, we believe it is more likely than not that we will realize the benefits of the deductible differences after consideration of the valuation allowance.

        We adopted the provisions related to unrecognized tax benefits on January 1, 2007. This adoption did not impact the consolidated financial position, results of operations or cash flows. A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows:

	SUCCESSOR		PREDECESSOR
	Nov. 16, 2010 - Dec. 31, 2010		Jan. 1, 2010 - Nov. 15, 2010			2009
Balance at beginning of year	$	438	$	540		$	725
Increase related to prior year tax positions		—		—			311
Decrease related to prior year tax positions		—		(52	)		(8	)
Increase related to current year tax positions		—		109			77
Settlements		—		(34	)		(445	)
Lapse of statute of limitations		—		(125	)		(120	)
Balance at end of year	$	438	$	438		$	540

        Included in the balance of total unrecognized tax benefits at December 31, 2010 are potential benefits of $0.1 million, which if recognized, would affect the effective tax rate on income from continuing operations.

        We file numerous consolidated and separate income tax returns in the U.S. federal and various state and foreign jurisdictions. With few exceptions, we are no longer subject to income tax examinations by the taxing authorities for years prior to 2006. We believe that we have appropriate support for the income tax positions taken and to be taken on our income tax returns and that our accruals for income tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of the tax laws as applied to the facts of each matter. We do not expect that the amounts of unrecognized tax benefits will change significantly within the next twelve months.

        Total accrued interest and penalties as of December 31, 2010 are approximately $0.1 million and are included in accrued expenses.

F-25

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

7. Detail of Certain Balance Sheet Accounts

        Property and equipment is summarized as follows:

	SUCCESSOR 2010		PREDECESSOR 2009
Land and land improvements	$	7,524	$	7,337
Furniture and equipment		36,121		107,864
Buildings		36,701		42,288
Leasehold improvements		12,099		34,683
Buildings under capital lease		214		1,384
Equipment under capital lease		1,510		4,659
Construction in progress		4,064		2,921
		98,233		201,136
Less accumulated depreciation and amortization		1,236		119,789
Net property and equipment	$	96,997	$	81,347

        Other assets are as follows:

	SUCCESSOR 2010		PREDECESSOR 2009
Long-term receivables and advances to managed facilities	$	3,019	$	2,235
Deposits		4,046		3,788
Deferred debt issuance costs		15,809		1,753
Insurance recoveries		5,728		5,613
Other assets		1,506		1,162
	$	30,108	$	14,551

        Accrued expenses are as follows:

	SUCCESSOR 2010		PREDECESSOR 2009
Wages and payroll taxes	$	37,241	$	36,046
Compensated absences		16,444		12,855
Health insurance		8,767		8,206
Workers' compensation insurance		14,524		16,628
Automobile insurance		4,474		2,401
Professional services		3,104		2,391
General and professional liability insurance		16,117		6,570
Taxes other than income taxes		11,150		10,109
Interest		2,753		3,353
Deferred revenue		2,309		5,595
Other		10,166		5,246
	$	127,049	$	109,400

F-26

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

7. Detail of Certain Balance Sheet Accounts (Continued)

        Long-term liabilities are as follows:

	SUCCESSOR 2010		PREDECESSOR 2009
Workers' compensation insurance	$	25,185	$	22,961
Automobile insurance		2,311		3,249
General and professional liability insurance		5,922		5,598
Other		294		3,284
	$	33,712	$	35,092

8. Preferred Stock Issuance

        On June 23, 2004, ResCare issued 48,095 shares of Series A convertible preferred stock to four investment funds controlled by Onex Corporation (the Onex Funds), at a purchase price of $1,050 per share or a total price of $50.5 million. Each preferred share was convertible at the option of the holder into 100 shares of ResCare's common stock, based on a value of $10.50 per common share which was contractually agreed to on March 10, 2004. Net proceeds from the transaction were $46.6 million. Issuance costs of approximately $3.9 million, including a $0.5 million transaction fee to Onex Corporation, were recorded as a reduction in shareholders' equity.

        The preferred shares were entitled to receive such dividends as may be paid on the common stock on an as-converted basis and to a liquidation preference of $1,050 per share plus unpaid, accrued dividends, if any. There were no dividends declared in 2008, 2009 and 2010. Preferred shares voted on an as-converted basis as of the date of issuance. The preferred shareholders also were entitled to certain corporate governance and special voting rights, as defined in the agreement, and had no preferential dividends. The preferred shareholders had the right to put the shares to ResCare at $1,050 per share plus accrued dividends, if any, if we close a sale of substantially all of our assets or equity by merger, consolidation or otherwise. ResCare could not sell substantially all of its assets or equity by merger or otherwise without first giving the preferred shareholders the right to acquire our assets or equity on the same terms and conditions.

        As mentioned in Note 2, effective with the share exchange in the 2010 Onex transaction, the preferred shares described above were contributed to Onex Rescare Holdings Corp. and ultimately cancelled upon completion of the transaction.

9. Segment Information

        As of December 31, 2010, and for all reporting periods presented, we had three reportable operating segments: (i) Community Services, (ii) Job Corps Training Services and (iii) Employment Training Services. We evaluate performance based on profit or loss from operations before corporate expenses and other income, interest and income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment revenues and transfers are not significant.

        Effective January 1, 2011, we changed our reportable operating segments to: (i) Residential Services, (ii) ResCare HomeCare, (iii) Youth Services and (iv) Workforce Services. Residential Services

F-27

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

9. Segment Information (Continued)

primarily includes services for individuals with intellectual, cognitive or other developmental disabilities in our group home settings. ResCare HomeCare primarily includes periodic in-home care services to the elderly, as well as persons with disabilities. Youth Services consists of our Job Corps centers, a variety of youth programs including foster care, alternative education programs and charter schools. Workforce Services is comprised of our domestic and international job training and placement programs that assist welfare recipients and disadvantaged job seekers in finding employment and improving their career prospects.

        The following table sets forth information about reportable segment operating results and assets:

	Community Services			Job Corps Training Services		Employment Training Services			All Other(1)			Consolidated Totals
November 16, 2010-December 31, 2010—Successor:
Revenues	$	149,042		$	15,293	$	28,403		$	4,148		$	196,886
Operating income (loss)		18,262			1,390		2,892			(9,053	)		13,491
Total assets		741,272			38,515		108,035			81,686			969,508
Capital expenditures		864			—		5			1,258			2,127
Depreciation and amortization		1,609			29		168			509			2,315
January 1, 2010-November 15, 2010—Predecessor:
Revenues	$	1,029,549		$	105,106	$	216,728		$	34,192		$	1,385,575
Operating (loss) income(2)		(146,550	)		7,593		13,575			(85,191	)		(210,573	)
Capital expenditures		4,584			—		600			3,409			8,593
Depreciation and amortization		10,907			—		2,294			9,247			22,448
2009—Predecessor:
Revenues	$	1,152,765		$	145,821	$	232,732		$	47,837		$	1,579,155
Operating income (loss)(3)(4)		112,101			10,143		(37,252	)		(81,850	)		3,142
Total assets		621,227			24,473		88,772			110,468			844,940
Capital expenditures		8,542			—		1,596			5,790			15,928
Depreciation and amortization		11,245			—		2,520			12,396			26,161
2008—Predecessor:
Revenues	$	1,109,275		$	163,944	$	222,394		$	47,970		$	1,543,583
Operating income(5)		99,633			11,782		22,692			(57,287	)		76,820
Total assets		606,681			39,074		133,814			134,574			914,143
Capital expenditures		8,097			—		1,043			10,251			19,391
Depreciation and amortization		10,037			—		2,321			10,585			22,943

(1)

All Other is comprised of our international operations, charter schools and corporate general and administrative expenses.

(2)

Operating income includes a goodwill impairment charge of $263.2 million, of which $245.9 million related to Community Services and $17.3 million related to Other.

F-28

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

9. Segment Information (Continued)

(3)

Operating income includes a $70.1 million goodwill impairment charge, with $53.1 million related to our Employment Training Services segment, and $17.0 million related to our All Other segment.

(4)

Operating income includes a $5.0 million charge related to the increase in legal reserves within our Community Services segment.

(5)

Operating income includes a $20.3 million charge related to the resolution of four legal matters within our Community Services segment.

10. Benefit Plans

        We sponsor retirement savings plans which were established to assist eligible employees in providing for their future retirement needs. We did not contribute to the Plans at any time during 2010. Our contributions to the plans were $4.5 million and $5.2 million in 2009 and 2008, respectively.

11. Share-Based Compensation

        Prior to November 15, 2010, we had outstanding awards under three share-based incentive plans. Under the plans, stock options were awarded at a price equal to the market price of our common stock on the date of grant, and an option's maximum vesting term is normally five years. Generally, all options have varied vesting schedules, varying between 20% and 50% at date of grant with the remaining options vesting over one to four years. Restricted stock awards generally were comprised of service-based restricted shares and performance-based restricted shares. The service-based restricted shares generally vest over three to four years from the date of grant. The performance-based restricted shares vest in increments if and when certain performance criteria are met.

        The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model. The expected volatility of our stock price is based on historical volatility over the expected term. The expected term of the option is based on historical employee stock option exercise behavior, the vesting term of the respective award and the contractual term. Our stock price volatility and expected option lives were based on management's best estimates at the time of grant, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the vesting term of the option. There have been no stock options granted since 2005.

        As described in Note 2, a change of control occurred with the Onex transaction on November 16, 2010. The outstanding stock options were forfeited and all outstanding restricted shares vested immediately and were acquired as part of the share exchange. All share-based compensation expense related to the share-based incentive plans was recorded in the predecessor period which ended November 15, 2010. There were no new share-based compensation plans initiated after the change of control.

F-29

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

11. Share-Based Compensation (Continued)

        Total share-based compensation expense by type of award for the periods ended December 31, 2010 and November 15, 2010, and for the years ended December 31, 2009 and 2008 was as follows:

	SUCCESSOR		PREDECESSOR
					December 31
	Nov. 16, 2010 - Dec. 31, 2010		Jan. 1, 2010 - Nov. 15, 2010
					2009		2008
Stock options	$	—	$	—	$	—	$	—
Restricted stock, service-based		—		5,095		3,299		3,164
Restricted stock, performance-based		—		1,106		960		1,682
Total share-based compensation expense		—		6,201		4,259		4,846
Tax effect		—		2,412		1,657		1,885
Share-based compensation expense, net of tax	$	—	$	3,789	$	2,602	$	2,961

        We use authorized but unissued shares when a stock option is exercised or when restricted stock is granted.

Stock Options

        As of November 15, 2010, a total of 225 thousand options were outstanding under the plans. The intrinsic value of the stock options exercised during 2009 and 2008 was $0.1 million and $2.4 million, respectively. No stock options were exercised in 2010. The fair value of the stock options which vested during 2008 was approximately $0.7 million. There were no stock options that vested in 2010 and 2009. With the change of control that occurred on November 16, 2010, the previously outstanding 225 thousand options were forfeited. As of December 31, 2010, no options were outstanding.

        There was no unrecognized share-based compensation related to stock options as of November 15, 2010 and December 31, 2010.

        A summary of our stock option activity and related information for 2010 is as follows:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at December 31, 2009—Predecessor		243		$	17.09		2.1
Exercised		—			—
Forfeited/canceled		(18	)		10.51
Outstanding at November 15, 2010—Predecessor		225		$	17.37
Forfeited/canceled with change of control		(225	)		17.37
Outstanding at December 31, 2010—Successor		—			—

F-30

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

11. Share-Based Compensation (Continued)

Restricted Stock, service-based

        As of November 15, 2010, a total of 269 thousand shares of service-based restricted stock were outstanding which were scheduled to vest based on years of service. During the period ended November 15, 2010, we awarded 134 thousand service-based restricted shares to key employees and directors. The fair value of the restricted stock awards was based on the closing market price of common stock on the date of award and was being amortized under the straight-line method over the service period. Share-based compensation expense recognized was based on service-based restricted stock ultimately expected to vest, and therefore it was reduced for estimated forfeitures. The fair value of service-based restricted shares which vested during 2010, 2009 and 2008 was approximately $5.4 million, $2.8 million and $2.9 million, respectively. Approximately $3.6 million of the 2010 fair value was related to accelerated vesting of the 269 thousand outstanding shares due to the change of control. As of December 31, 2010, no service-based restricted stock was outstanding.

        A summary of our service-based restricted stock activity and related information for 2010 is as follows:

	Service-Based Restricted Stock			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2009—Predecessor		323		$	17.17
Granted		134			11.77
Issued		(166	)		17.30
Forfeited/canceled		(22	)		16.78
Outstanding at November 15, 2010—Predecessor		269			14.40
Issued due to accelerated vesting from change of control		(269	)	$	14.40
Outstanding at December 31, 2010—Successor		—			—

Restricted Stock, performance-based

        As of November 15, 2010, a total of 178 thousand shares of performance-based restricted stock were outstanding. The restricted stock were scheduled to vest if ResCare met certain operating targets set by our Board of Directors. The fair value of the restricted stock awards were based on the closing market price of common stock on the date of award and was being amortized over the estimated service period to achieve the operating targets. Share-based compensation expense recognized was based on performance-based restricted stock ultimately expected to vest, and therefore it has been reduced for estimated forfeitures. The fair value of performance-based restricted shares which vested during 2010, 2009 and 2008 was approximately $3.0 million, $0.9 million and $1.5 million, respectively. Approximately $2.3 million of the 2010 fair value was related to accelerated vesting of the 178 thousand outstanding shares due to the change of control. As of December 31, 2010, no performance-based restricted stock was outstanding.

        There was no unrecognized share-based compensation related to nonvested performance-based restricted stock as of November 15, 2010 and December 31, 2010.

F-31

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

11. Share-Based Compensation (Continued)

        A summary of performance-based restricted stock activity and related information for 2010 is as follows:

	Performance- Based Restricted Stock			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2009—Predecessor		252		$	19.19
Granted		—			—
Issued		(60	)		18.60
Forfeited/canceled		(14	)		16.75
Outstanding at November 15, 2010—Predecessor		178			19.58
Issued due to accelerated vesting from change of control		(178	)	$	19.58
Outstanding at December 31, 2010—Successor		—			—

12. Lease Arrangements

        We lease certain residential and operating facilities, office space, vehicles and equipment under operating leases which expire at various dates. Rent expense for the successor period ended December 31, 2010, was approximately $9.8 million. Rent expense for the predecessor periods ended November 15, 2010, December 31, 2009 and 2008 was $66.8 million, $72.8 million and $70.4 million, respectively. Facility rent, defined as land and building lease expense less amortization of any deferred gain on applicable lease transactions, was approximately $8.4 million for the successor period. Facility rent for the predecessor periods ended November 15, 2010, December 31, 2009 and 2008 was $57.4 million, $61.9 million and $59.0 million, respectively. We also lease certain land and buildings used in operations under capital leases. These leases expire at various dates through 2022 (including renewal options) and generally require us to pay property taxes, insurance and maintenance costs.

F-32

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

12. Lease Arrangements (Continued)

        Future minimum lease payments under capital leases, together with the minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2010, are as follows:

Year Ending December 31		Capital Leases		Operating Leases
2011		$	133	$	59,262
2012			123		46,874
2013			99		39,240
2014			97		31,779
2015			96		25,447
Thereafter			118		30,719
	Total minimum lease payments		666	$	233,321
Less amounts representing interest			143
Present value of minimum lease payments			523
Less current maturities			92
Total long-term obligations under capital leases		$	431

        Assets capitalized under capital leases as reflected in the accompanying consolidated balance sheets were $0.2 million and $1.4 million of buildings and $1.5 million and $4.7 million of equipment as of December 31, 2010 and 2009, respectively. The accumulated depreciation related to assets under capital leases was $0.1 million and $4.4 million as of December 31, 2010 and 2009, respectively. The differences between the two periods are due to the purchase accounting adjustments from the Onex transaction.

13. Fair Value

        The three levels of hierarchy are:

(a)	Level 1	Quoted prices in active markets for identified assets or liabilities.
(b)	Level 2	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability.
(c)	Level 3	Unobservable inputs used in valuations in which there is little market activity for the asset or liability at the measurement date.

        Fair value measurements of assets or liabilities are assigned a level within the fair value hierarchy based on the lowest level of any input that is significant to the fair value measurement in its entirety. We primarily utilize the income approach to measure fair value for our goodwill, long-lived assets and other intangible assets. The income approach uses valuation techniques to convert future amounts to a single present amount.

F-33

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

13. Fair Value (Continued)

2010—Successor

        As discussed in Note 2, a change in control occurred on November 16, 2010. The Company is currently in the process of finalizing the purchase price allocation. The fair values were estimated by the Company's management as of November 16, 2010, as detailed in Note 2. There were no items requiring adjustment from November 16, 2010 to December 31, 2010.

2010—Predecessor

        The following table presents the fair value for those assets or liabilities measured at fair value on a nonrecurring basis:

	Fair Value At 11/15/2010		Quoted Prices in Active Markets Level 1 (a)		Other Observable Inputs Level 2 (b)		Unobservable Inputs Level 3 (c)		Total Gains / (Losses)
Goodwill	$	156,841	$	—	$	—	$	156,841	$	(263,155	)

        In accordance with the provisions of FASB ASC 250, Intangibles-Goodwill and Other, goodwill with a carrying amount of $420.0 million was written down to its implied fair value of $156.8 million, resulting in an impairment charge of $263.2 million, which was included in earnings for the predecessor period ended November 15, 2010.

14. Financial Instruments

        At December 31, 2010 and 2009, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated carrying value because of the short-term nature of these instruments. The fair value of our other financial instruments subject to fair value disclosures are as follows:

		2010				2009
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt:
	10.75% senior notes	$	200,000	$	206,000	$	—	$	—
	Senior secured term loan		166,615		171,615		149,480		148,688
	7.75% senior notes		30,535		31,451		44,000		44,000
	Notes payable and other		8,929		8,639		4,440		4,380

        We estimate the fair value of the debt instruments using market quotes and calculations based on current market rates available to us.

F-34

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

15. Commitments and Contingencies

Litigation

        From time to time, we, or a provider with whom we have a management agreement, become a party to legal and/or administrative proceedings that, in the event of unfavorable outcomes, may adversely affect revenues and period to period comparisons.

        In March 2007, a lawsuit was filed in Bernalillo County, New Mexico State Court styled Larry Selk, by and through his legal guardian, Rani Rubio v. Res-Care New Mexico, Inc., Res-Care, Inc., et al. The lawsuit sought compensatory and punitive damages for negligence, negligence per se, violations of the Unfair Practices Act and violations of the Resident Abuse and Neglect Act. Settlement discussions were unsuccessful and a jury trial commenced on November 9, 2009 on the remaining issue of negligence. The jury returned a verdict of approximately $53.9 million in damages against the Company, consisting of approximately $4.7 million in compensatory damages and $49.2 million in punitive damages, which was entered as a judgment in December 2009. Ruling on various post trial motions, on February 19, 2010, the New Mexico trial court judge reduced the jury award to $15.5 million, consisting of approximately $10.8 million in punitive damages and $4.7 million in compensatory damages. We believe the parent company is not liable for the actions of its subsidiary or its employees and that both the compensatory and punitive amounts awarded are excessive and contradict various United States Supreme Court and New Mexico Supreme Court decisions which would warrant a new trial or, in the alternative, would limit the amount of damages awarded to a significantly lower amount. We, as well as the plaintiffs, have appealed and we will continue to defend this matter vigorously. Ruling on a motion by Plaintiff, on December 15, 2010, the trial court increased the amount of the supersedeas bond from $27.2 million to $72.2 million, an amount which represented the original judgment plus interest. We filed an appeal of the bond increase, and on March 31, 2011, the Court of Appeals ruled in our favor and set the amount of the supersedeas bond at $27.2 million. Although we have made provisions in our consolidated financial statements for this self-insured matter, the amount of our legal reserve is less than the amount of the damages awarded by the trial court, including accrued interest. If our appeal to obtain a new trial or reduce the amount of the damages does not succeed, it could have a material adverse effect on our financial condition, results of operations and cash flows.

        ResCare, or its affiliates, are parties to various legal and/or administrative proceedings arising out of the operation of our facilities and programs and arising in the ordinary course of business. We do not believe the ultimate liability, if any, for these proceedings or claims, individually or in the aggregate, in excess of amounts already provided, will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

16. Related Party Transactions

        In connection with the Onex transaction (Note 2), we entered into an Amended and Restated management services agreement with Onex Partners Manager LP whereby Onex Partners Manager LP will advise and assist the Company from time to time on business and financial matters. We have agreed to pay Onex Partners Manager LP an annual advisory fee of $0.7 million for its services under this agreement effective December 22, 2010 for an initial term of ten years. Prior to December 22, 2010, we paid Onex Partners Manager LP an annual advisory fee of $0.4 million.

F-35

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

16. Related Party Transactions (Continued)

        As part of the second-step share exchange completed on December 22, 2010, the depositary issued payments totaling $2.0 million in error to certain Rollover Holders. As of December 31, 2010, the $2.0 million was included in our non-trade receivables in the consolidated balance sheet. These funds were returned to the Company in January 2011.

        U.S. Bank National Association, a subsidiary of U.S. Bancorp, is a member of our lender group and holds approximately 8.6% of outstanding indebtedness under our senior secured credit facility, which was amended on December 22, 2010 and will expire on December 22, 2015. Mrs. Olivia Kirtley, a member of our board of directors, is also a member of U.S. Bancorp's board of directors. The credit facility with our lending group was negotiated on an arms length basis with no involvement from Mrs. Kirtley.

        We lease certain of our facilities under an operating lease with Ventas, Inc., a publicly traded healthcare real estate investment trust. Ronald G. Geary, our Chairman of the Board and former President and Chief Executive Officer through 2010, is a member of Ventas' board of directors. The lease commenced in October 1998 and extends through October 31, 2015. Lease payments to the trust approximated $1.0 million for the years ended December 31, 2010, 2009 and 2008. Aggregate future rentals are estimated to be approximately $4.9 million, subject to annual increases based on the consumer price index.

17. Quarterly Data (unaudited)

												Fourth Quarter
			First Quarter PREDECESSOR			Second Quarter PREDECESSOR			Third Quarter PREDECESSOR			Oct. 1 - Nov. 15 PREDECESSOR			Nov. 16 - Dec. 31 SUCCESSOR
2010(1)
Revenues			$	389,861		$	396,142		$	403,675		$	195,897		$	196,886
Facility and program contribution				34,908			34,727			35,917			12,062			20,056
Net income (loss):
	Net income (loss)—including noncontrolling interests		$	9,336		$	9,434		$	(41,967	)	$	(153,152	)	$	6,183
	Net loss—noncontrolling interests			(82	)		(41	)		(33	)		(16	)		(18	)
		Net income (loss)—Res-Care, Inc.	$	9,418		$	9,475		$	(41,934	)	$	(153,136	)	$	6,201

F-36

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

17. Quarterly Data (unaudited) (Continued)

			First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2009—Predecessor(2)
Revenues			$	390,827		$	405,263		$	395,837		$	387,228
Facility and program contribution				38,898			32,258			37,008			25,091
Net income (loss):
	Net income (loss)—including noncontrolling interests		$	12,071		$	8,208		$	11,496		$	(42,067	)
	Net loss—noncontrolling interests			(284	)		(135	)		(159	)		(277	)
		Net income (loss)—Res-Care, Inc.	$	12,355		$	8,343		$	11,655		$	(41,790	)

(1)

Third quarter of 2010 includes a $65.6 million ($50.1 million, net of tax) charge for estimated goodwill impairment. The October 1, 2010 to November 15, 2010 period includes a $197.6 million ($146.2 million, net of tax) charge for finalization of the goodwill impairment.

(2)

Fourth quarter of 2009 includes a $5.0 million ($3.1 million, net of tax) charge related to an increase in the Company's legal reserve, in addition to a $72.0 million ($47.1 million, net of tax) charge for asset impairments.

18. Noncontrolling Interest

        As of December 31, 2010, ResCare held a 66.7% interest in Rest Assured LLC, a limited liability company comprised of public and private organizations providing remote monitoring services for persons with disabilities and the elderly. The value in the table below is preliminary for the successor period, as the Company is in the process of finalizing the purchase price allocation as described in Note 2. In February 2010 (predecessor period), we acquired the remaining 19% interest in ResCare Maatwerk B.U., which had previously been included in noncontrolling interests. ASC 810, Noncontrolling Interests in Consolidated Financial Statements, (ASC 810) clarifies that noncontrolling interest be reported as a component separate from the parent's equity and that changes in the parent's ownership interest in a subsidiary be recorded as equity transactions if the parent retains its controlling interest in the subsidiary. The statement also requires consolidated net income to include amounts attributable to both the parent and the noncontrolling interest on the face of the income statement. In addition, ASC 810 requires a parent to recognize a gain or loss in net income on the date the parent

F-37

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

18. Noncontrolling Interest (Continued)

deconsolidates a subsidiary, or ceases to have a controlling financial interest in a subsidiary. Balances are as follows:

Noncontrolling interests as of December 31, 2008	$	—
Net loss—noncontrolling interests		(855	)
Noncontrolling interests as of December 31, 2009		(855	)
Consolidation of noncontrolling interest acquired		745
Net loss—noncontrolling interest		(172	)
Noncontrolling interest as of November 15, 2010—Predecessor		(282	)
Write-off predecessor's balance associated with the Onex transaction		282
Net loss—noncontrolling interest		(18	)
Noncontrolling interest as of December 31, 2010—Successor	$	(18	)

19. Subsidiary Guarantors

        The Senior Notes are jointly, severally, fully and unconditionally guaranteed by our 100% owned U.S. subsidiaries. There are no restrictions on our ability to obtain funds from our U.S. subsidiaries by dividends or other means. The following are condensed consolidating financial statements of our company, including the guarantors. This information is provided pursuant to Rule 3-10 of Regulation S-X in lieu of separate financial statements of each subsidiary guaranteeing the Senior Notes. The following condensed consolidating financial statements present the balance sheet, statement of income and cash flows of (i) Res-Care, Inc. (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the guarantor subsidiaries, (iii) the nonguarantor subsidiaries, and (iv) the eliminations necessary to arrive at the information for our company on a consolidated basis. The condensed consolidating financial statements should be read in conjunction with the accompanying Consolidated Financial Statements.

F-38

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2010
(In thousands)

			SUCCESSOR
			ResCare, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
ASSETS
Current assets:
	Cash and cash equivalents		$	11,084	$	9,825		$	6,643		$	—		$	27,552
	Accounts receivable, net			37,902		175,721			2,318			—			215,941
	Refundable income taxes			1,297		—			(98	)		—			1,199
	Deferred income taxes			14,234		—			72			—			14,306
	Non-trade receivables			5,300		1,541			506			—			7,347
	Prepaid expenses and other current assets			8,385		9,495			725			—			18,605
		Total current assets		78,202		196,582			10,166			—			284,950
Property and equipment, net				31,345		64,895			757			—			96,997
Goodwill				226,628		8,239			—			—			234,867
Other intangible assets, net				320,316		2,270			—			—			322,586
Investment in subsidiaries				885,443		41,794			80,267			(1,007,504	)		—
Other assets				25,834		4,127			147			—			30,108
			$	1,567,768	$	317,907		$	91,337		$	(1,007,504	)	$	969,508
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
	Trade accounts payable		$	29,343	$	24,832		$	2,077		$	—		$	56,252
	Accrued expenses			68,291		57,649			1,109			—			127,049
	Current portion of long-term debt			32,232		3,015			3,948			—			39,195
	Current portion of obligations under capital leases			6		86			—			—			92
	Accrued income taxes			1,480		—			(76	)		—			1,404
		Total current liabilities		131,352		85,582			7,058			—			223,992
Intercompany				695,613		(688,106	)		(7,507	)		—			—
Long-term liabilities				31,511		2,013			188			—			33,712
Long-term debt				364,798		2,086			—			—			366,884
Obligations under capital leases				—		431			—			—			431
Deferred income taxes				102,081		—			(5	)		—			102,076
		Total liabilities		1,325,355		(597,994	)		(266	)		—			727,095
		Total shareholder's equity		242,413		915,901			91,603			(1,007,504	)		242,413
			$	1,567,768	$	317,907		$	91,337		$	(1,007,504	)	$	969,508

F-39

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2009
(In thousands)

			PREDECESSOR
			ResCare, Inc.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
ASSETS
Current assets:
	Cash and cash equivalents		$	6,763	$	4,655		$	9,254		$	—		$	20,672
	Accounts receivable, net			38,042		171,280			2,028			—			211,350
	Refundable income taxes			3,963		—			(11	)		—			3,952
	Deferred income taxes			22,853		—			26			—			22,879
	Non-trade receivables			509		3,295			156			—			3,960
	Prepaid expenses and other current assets			9,266		8,064			431			—			17,761
		Total current assets		81,396		187,294			11,884			—			280,574
Property and equipment, net				34,561		45,994			792			—			81,347
Goodwill				31,619		369,480			21,527			—			422,626
Other intangible assets, net				7,111		34,811			3,920			—			45,842
Investment in subsidiaries				599,992		41,794			80,255			(722,041	)		—
Other assets				9,315		5,034			202			—			14,551
			$	763,994	$	684,407		$	118,580		$	(722,041	)	$	844,940
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Trade accounts payable		$	23,559	$	19,527		$	1,416		$	—		$	44,502
	Accrued expenses			53,711		54,669			1,020			—			109,400
	Current portion of long-term debt			—		1,688			1,192			—			2,880
	Current portion of obligations under capital leases			14		150			—			—			164
	Accrued income taxes			—		—			—			—			—
		Total current liabilities		77,284		76,034			3,628			—			156,946
Intercompany				5,367		(10,247	)		4,880			—			—
Long-term liabilities				32,937		1,949			206			—			35,092
Long-term debt				193,481		1,559			—			—			195,040
Obligations under capital leases				6		1,147			—			—			1,153
Deferred gains				1,377		1,795			—			—			3,172
Deferred income taxes				20,817		—			(5	)		—			20,812
		Total liabilities		331,269		72,237			8,709			—			412,215
		Total shareholders' equity		432,725		612,170			109,871			(722,041	)		432,725
			$	763,994	$	684,407		$	118,580		$	(722,041	)	$	844,940

F-40

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the period November 16, 2010 through December 31, 2010
(In thousands)

			SUCCESSOR
			ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Revenues			$	31,456		$	163,621		$	1,809		$	—		$	196,886
Operating expenses				31,487			147,400			4,508			—			183,395
Operating (loss) income				(31	)		16,221			(2,699	)		—			13,491
Other (income) expenses:
	Interest, net			2,829			(8	)		44			—			2,865
	Equity in earnings of subsidiaries			(7,574	)		—			—			7,574			—
		Total other (income) expenses		(4,745	)		(8	)		44			7,574			2,865
Income (loss) before income taxes				4,714			16,229			(2,743	)		(7,574	)		10,626
Income tax (benefit) expense				(1,469	)		6,092			(180	)		—			4,443
Income (loss) from continuing operations				6,183			10,137			(2,563	)		(7,574	)		6,183
Net income (loss)—including noncontrolling interest				6,183			10,137			(2,563	)		(7,574	)		6,183
Net loss—noncontrolling interest				—			(18	)		—			—			(18	)
Net income (loss)—Res-Care, Inc.			$	6,183		$	10,155		$	(2,563	)	$	(7,574	)	$	6,201

F-41

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Period January 1, 2010—November 15, 2010
(In thousands)

			PREDECESSOR
			ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Revenues			$	277,287		$	1,089,451		$	18,837		$	—		$	1,385,575
Operating expenses				543,735			1,013,681			38,732			—			1,596,148
Operating (loss) income				(266,448	)		75,770			(19,895	)		—			(210,573	)
Other (income) expenses:
	Interest, net			16,521			(51	)		213			—			16,683
	Equity in earnings of subsidiaries			(41,952	)		—			—			41,952			—
		Total other (income) expenses		(25,431	)		(51	)		213			41,952			16,683
(Loss) income from continuing operations before income taxes				(241,017	)		75,821			(20,108	)		(41,952	)		(227,256	)
Income tax (benefit) expense				(64,668	)		17,515			(3,754	)		—			(50,907	)
(Loss) income from continuing operations				(176,349	)		58,306			(16,354	)		(41,952	)		(176,349	)
Net (loss) income—including noncontrolling interests				(176,349	)		58,306			(16,354	)		(41,952	)		(176,349	)
Net loss—noncontrolling interests				—			(130	)		(42	)		—			(172	)
Net (loss) income—Res-Care, Inc.			$	(176,349	)	$	58,436		$	(16,312	)	$	(41,952	)	$	(176,177	)

F-42

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2009
(In thousands)

			PREDECESSOR
			ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Revenues			$	288,830		$	1,267,909		$	22,416		$	—		$	1,579,155
Operating expenses				375,087			1,165,402			35,524			—			1,576,013
Operating (loss) income				(86,257	)		102,507			(13,108	)		—			3,142
Other (income) expenses:
	Interest, net			16,368			(53	)		140			—			16,455
	Equity in earnings of subsidiaries			(53,674	)		—			—			53,674			—
		Total other (income) expenses		(37,306	)		(53	)		140			53,674			16,455
(Loss) income from continuing operations before income taxes				(48,951	)		102,560			(13,248	)		(53,674	)		(13,313	)
Income tax (benefit) expense				(38,659	)		36,225			(587	)		—			(3,021	)
(Loss) income from continuing operations				(10,292	)		66,335			(12,661	)		(53,674	)		(10,292	)
Net (loss) income—including noncontrolling interests				(10,292	)		66,335			(12,661	)		(53,674	)		(10,292	)
Net loss—noncontrolling interests				—			(152	)		(703	)		—			(855	)
Net (loss) income—Res-Care, Inc.			$	(10,292	)	$	66,487		$	(11,958	)	$	(53,674	)	$	(9,437	)

F-43

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2008
(In thousands)

			PREDECESSOR
			ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
Revenues			$	300,052		$	1,216,375		$	27,156	$	—		$	1,543,583
Operating expenses				323,845			1,116,592			26,326		—			1,466,763
Operating (loss) income				(23,793	)		99,783			830		—			76,820
Other (income) expenses:
	Interest, net			19,159			(75	)		15		—			19,099
	Equity in earnings of subsidiaries			(64,018	)		—			—		64,018			—
		Total other (income) expenses		(44,859	)		(75	)		15		64,018			19,099
Income (loss) from continuing operations before income taxes				21,066			99,858			815		(64,018	)		57,721
Income tax (benefit) expense				(15,494	)		36,022			294		—			20,822
Income (loss) from continuing operations				36,560			63,836			521		(64,018	)		36,899
Loss from discontinued operations, net of tax				—			(339	)		—		—			(339	)
Net income (loss)			$	36,560		$	63,497		$	521	$	(64,018	)	$	36,560

F-44

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the period November 16, 2010 through December 31, 2010
(In thousands)

				SUCCESSOR
				ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Operating activities:
Net income—including noncontrolling interest				$	6,183		$	10,137		$	(2,563	)	$	(7,574	)	$	6,183
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation and amortization			464			1,820			31			—			2,315
		Amortization of discount and debt issuance costs			70			—			—			—			70
		Deferred income taxes, net			2,440			—			3			—			2,443
		Provision for losses on accounts receivable			—			844			—			—			844
		Gain on sale of assets			—			(27	)		—			—			(27	)
		Equity in earnings of subsidiaries			(7,574	)		—			—			7,574			—
	Changes in operating assets and liabilities				9,331			37,910			405			—			47,646
			Cash provided by (used in) operating activities		10,914			50,684			(2,124	)		—			59,474
Investing activities:
	Purchases of property and equipment				(1,258	)		(869	)		—			—			(2,127	)
	Acquisitions of businesses, net of cash acquired				—			(7,192	)		—			—			(7,192	)
	Proceeds from sale of assets				—			59			—			—			59
			Cash used in investing activities		(1,258	)		(8,002	)		—			—			(9,260	)
Financing activities:
	Long-term debt repayments				(122,450	)		(25	)		87			—			(122,388	)
	Long-term debt borrowings				366,600			—			—			—			366,600
	Short-term borrowings-three months or less, net				(50,000	)		—			—			—			(50,000	)
	Payments on obligations under capital leases				—			(11	)		—			—			(11	)
	Net payments relating to intercompany financing				32,946			(38,064	)		5,118			—			—
	Debt issuance costs				(15,863	)		—			—			—			(15,863	)
	Payments on common share exchange				(56,875	)		—			—			—			(56,875	)
	Redemption of preferred shares				(158,843	)		—			—			—			(158,843	)
	Return on preferred shares				(753	)		—			—			—			(753	)
			Cash (used in) provided by financing activities		(5,238	)		(38,100	)		5,205			—			(38,133	)
Effect of exchange rate on cash and cash equivalents					—			(3	)		15			—			12
Increase in cash and cash equivalents					4,418			4,579			3,096			—			12,093
Cash and cash equivalents at beginning of period					6,666			5,246			3,547			—			15,459
Cash and cash equivalents at end of period				$	11,084		$	9,825		$	6,643		$	—		$	27,552

F-45

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Period January 1, 2010—November 15, 2010
(In thousands)

				PREDECESSOR
				ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Operating activities:
Net (loss) income—including noncontrolling interests				$	(176,349	)	$	58,306		$	(16,354	)	$	(41,952	)	$	(176,349	)
	Adjustments to reconcile net (loss) income to cash provided by operating activities:
		Depreciation and amortization			10,083			11,541			824			—			22,448
		Impairment charge			250,181			—			12,974			—			263,155
		Amortization of discount and deferred debt issuance costs on notes			1,577			—			—			—			1,577
		Share-based compensation			6,201			—			—			—			6,201
		Deferred income taxes, net			(55,547	)		—			(51	)		—			(55,598	)
		Provision for losses on accounts receivable			—			9,573			—			—			9,573
		Excess tax benefit from exercise of stock options			1,176			—			—			—			1,176
		Loss on sale of assets			—			198			—			—			198
		Equity in earnings of subsidiaries			(41,952	)		—			—			41,952			—
	Changes in operating assets and liabilities				(27,179	)		(25,872	)		6,496			—			(46,555	)
			Cash (used in) provided by operating activities		(31,809	)		53,746			3,889			—			25,826
Investing activities:
	Purchases of property and equipment				(4,275	)		(4,265	)		(53	)		—			(8,593	)
	Acquisitions of businesses, net of cash acquired				—			(21,234	)		—			—			(21,234	)
	Proceeds from sale of assets				—			120			—			—			120
			Cash used in investing activities		(4,275	)		(25,379	)		(53	)		—			(29,707	)
Financing activities:
	Long-term debt repayments				—			(1,395	)		—			—			(1,395	)
	Long-term debt borrowings				2,594			—			—			—			2,594
	Short-term borrowings-three months or less, net				3,237			151			2,612			—			6,000
	Payments on obligations under capital leases				—			(85	)		—			—			(85	)
	Net payments relating to intercompany financing				38,558			(26,491	)		(12,067	)		—			—
	Debt issuance costs				(4,543	)		—			—			—			(4,543	)
	Excess tax benefits from share-based compensation				(1,176	)		—			—			—			(1,176	)
	Employee withholding payments on share-based compensation				(2,683	)		—			—			—			(2,683	)
			Cash provided by (used in) financing activities		35,987			(27,820	)		(9,455	)		—			(1,288	)
Effect of exchange rate on cash and cash equivalents					—			44			(88	)		—			(44	)
Increase (decrease) in cash and cash equivalents					(97	)		591			(5,707	)		—			(5,213	)
Cash and cash equivalents at beginning of period					6,763			4,655			9,254			—			20,672
Cash and cash equivalents at end of period				$	6,666		$	5,246		$	3,547		$	—		$	15,459

F-46

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2009
(In thousands)

				PREDECESSOR
				ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Operating activities:
Net (loss) income—including noncontrolling interests				$	(10,292	)	$	66,335		$	(12,661	)	$	(53,674	)	$	(10,292	)
	Adjustments to reconcile net (loss) income to cash provided by operating activities:
		Depreciation and amortization			11,537			12,533			2,091			—			26,161
		Impairment charge			62,082			1,000			8,909			—			71,991
		Amortization of discount and deferred debt issuance costs on notes			1,221			—			—			—			1,221
		Share-based compensation			4,259			—			—			—			4,259
		Deferred income taxes, net			(9,743	)		—			(19	)		—			(9,762	)
		Provision for losses on accounts receivable			—			9,009			—			—			9,009
		Excess tax benefit from exercise of stock options			369			—			—			—			369
		Gain on purchase of business			—			(1,474	)		—			—			(1,474	)
		Loss on sale of assets			—			269			—			—			269
		Equity in earnings of subsidiaries			(53,674	)		—			—			53,674			—
	Changes in operating assets and liabilities				42,732			(25,562	)		(4,284	)		—			12,886
			Cash provided by (used in) operating activities		48,491			62,110			(5,964	)		—			104,637
Investing activities:
	Purchases of property and equipment				(6,185	)		(9,279	)		(464	)		—			(15,928	)
	Acquisitions of businesses, net of cash acquired				—			(20,397	)		—			—			(20,397	)
	Proceeds from sale of assets				—			188			—			—			188
			Cash used in investing activities		(6,185	)		(29,488	)		(464	)		—			(36,137	)
Financing activities:
	Long-term debt repayments				(2,575	)		1,764			—			—			(811	)
	Long-term debt borrowings				—			—			—			—			—
	Short-term borrowings-three months or less, net				(57,831	)		(3,161	)		1,192			—			(59,800	)
	Payments on obligations under capital leases				—			(121	)		—			—			(121	)
	Proceeds from sale and leaseback transaction				—			—			—			—			—
	Net payments relating to intercompany financing				26,122			(30,795	)		4,673			—			—
	Debt issuance costs				(72	)		—			—			—			(72	)
	Proceeds received from exercise of stock options				415			—			—			—			415
	Excess tax benefits from share-based compensation				(369	)		—			—			—			(369	)
	Employee withholding payments on share-based compensation				(1,379	)		—			—			—			(1,379	)
			Cash (used in) provided by financing activities		(35,689	)		(32,313	)		5,865			—			(62,137	)
Effect of exchange rate on cash and cash equivalents					—			298			417			—			715
Increase (decrease) in cash and cash equivalents					6,617			607			(146	)		—			7,078
Cash and cash equivalents at beginning of period					146			4,048			9,400			—			13,594
Cash and cash equivalents at end of period				$	6,763		$	4,655		$	9,254		$	—		$	20,672

F-47

RES-CARE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

19. Subsidiary Guarantors (Continued)

RES-CARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2008
(In thousands)

				PREDECESSOR
				ResCare, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Operating activities:
Net income				$	36,560		$	63,497		$	521		$	(64,018	)	$	36,560
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation and amortization			10,883			11,161			899			—			22,943
		Impairment charge			—			313			—			—			313
		Amortization of discount and deferred debt issuance costs on notes			1,192			—			—			—			1,192
		Share-based compensation			4,846			—			—			—			4,846
		Deferred income taxes, net			6,449			(131	)		(7	)		—			6,311
		Provision for losses on accounts receivable			—			7,104			—			—			7,104
		Excess tax benefit from exercise of stock options			(935	)		—			—			—			(935	)
		Loss on sale of assets			—			(5	)		—			—			(5	)
		Equity in earnings of subsidiaries			(64,018	)		—			—			64,018			—
	Changes in operating assets and liabilities				(3,790	)		(2,139	)		(25,848	)		—			(31,777	)
			Cash (used in) provided by operating activities		(8,813	)		79,800			(24,435	)		—			46,552
Investing activities:
	Purchases of property and equipment				(11,625	)		(7,576	)		(190	)		—			(19,391	)
	Acquisitions of businesses, net of cash acquired				—			(56,659	)		—			—			(56,659	)
	Proceeds from sale of assets				—			633			—			—			633
			Cash used in investing activities		(11,625	)		(63,602	)		(190	)		—			(75,417	)
Financing activities:
	Long-term debt repayments				(2,531	)		—			—			—			(2,531	)
	Long-term debt borrowings				—			—			—			—			—
	Short-term borrowings-three months or less, net				36,885			(2,385	)		—			—			34,500
	Payments on obligations under capital leases				—			(75	)		—			—			(75	)
	Proceeds from sale and leaseback transaction				—			—			—			—			—
	Net payments relating to intercompany financing				(15,935	)		(13,414	)		29,349			—			—
	Debt issuance costs				(118	)		—			—			—			(118	)
	Proceeds received from exercise of stock options				1,562			—			—			—			1,562
	Excess tax benefits from share-based compensation				935			—			—			—			935
	Employee withholding payments on share-based compensation				(1,593	)		—			—			—			(1,593	)
			Cash provided by (used in) financing activities		19,205			(15,874	)		29,349			—			32,680
Effect of exchange rate on cash and cash equivalents					—			—			(1,030	)		—			(1,030	)
(Decrease) Increase in cash and cash equivalents					(1,233	)		324			3,694			—			2,785
Cash and cash equivalents at beginning of period					1,379			3,724			5,706			—			10,809
Cash and cash equivalents at end of period				$	146		$	4,048		$	9,400		$	—		$	13,594

F-48

ResCare, Inc.

Schedule II—Valuation and Qualifying Accounts

For the Years Ended December 31, 2010, 2009 and 2008

(In thousands)

				Additions Charged to Costs and Expenses		Deductions
		Balance at Beginning of Period									Balance at End of Period
						Write-offs			Reclassifications
Allowance for doubtful accounts receivable:
Successor:
	November 16, 2010 - December 31, 2010	$	—	$	844	$	—		$	—	$	844
Predecessor:
	January 1, 2010 - November 15, 2010	$	22,627	$	9,573	$	(4,950	)	$	—	$	27,250
	Year ended December 31, 2009		20,306		9,009		(6,688	)		—		22,627
	Year ended December 31, 2008		15,831		7,104		(2,629	)		—		20,306

F-49

$200,000,000

Res-Care, Inc.

Exchange Offer for
10.75% Senior Notes due 2019

P R O S P E C T U S

                        , 2011

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        Section 271B.8-510 of the Kentucky Business Corporation Act (the "KBCA") permits the indemnification by a corporation of any director who is made party to a threatened, pending or completed action, suit or proceeding because he is or was a director of such corporation. To be eligible for indemnification, such person must have conducted himself in good faith and reasonably believed that his conduct, if undertaken in his official capacity with the corporation, was in the corporation's best interests, and, if not in his official capacity, was at least not opposed to the corporation's best interests. In the case of a criminal proceeding, the director must also not have reasonable cause to believe his conduct was unlawful. A director may not be indemnified in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit by him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification permitted under Section 271B.8-510 of the KBCA in connection with a proceeding by or in the right of the corporation shall be limited to reasonable expenses incurred in connection with the proceeding. Section 271B.8-560 of the KBCA provides that a Kentucky corporation may indemnify its officers, employees and agents to the same extent as directors. Indemnification against reasonable expenses incurred in connection with a proceeding is, unless otherwise limited by the corporation's articles of incorporation, mandatory when a director or officer has been wholly successful on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation. A court of competent jurisdiction may also order indemnification if the director is fairly and reasonably entitled thereto in view of all relevant circumstances, whether or not he met the applicable standard of conduct or was adjudged liable to the corporation.

        The KBCA provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise. Additionally, the KBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees or agents of the corporation against liability asserted against or incurred by such parties in their respective capacity with the corporation.

        Article X of the Registrant's Amended and Restated Articles of Incorporation, as amended, and Article X of the Registrant's Amended and Restated Bylaws provide indemnification of its directors, officers, employees and other agents to the maximum extent permitted by law.

Item 21.    Exhibits.

        See the index to exhibits that appears immediately following the signature pages of this Registration Statement.

Item 22.    Undertakings.

A.

The undersigned Registrant hereby undertakes:

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

i.

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which,

II-1

individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

iii.

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;



2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the KBCA, the Amended and Restated Articles of Incorporation, as amended, and the Bylaws of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

C.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

D.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RES-CARE, INC.
By:	/s/ RALPH GRONEFELD, JR. Ralph Gronefeld, Jr. President & CEO

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RALPH GRONEFELD, JR. Ralph Gronefeld, Jr.	President Chief Executive Officer Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Executive Vice President, Controller and Chief Financial Officer (Principal Accounting Officer)	April 14, 2011
/s/ JAMES H. BLOEM James H. Bloem	Chairman of the Board Director	April 14, 2011
/s/ DAVID BRADDOCK David Braddock	Director	April 14, 2011

II-3

Signature	Title	Date
/s/ ROBERT E. HALLAGAN Robert E. Hallagan	Director	April 14, 2011
/s/ OLIVIA F. KIRTLEY Olivia F. Kirtley	Director	April 14, 2011
/s/ ROBERT M. LEBLANC Robert M. LeBlanc	Director	April 14, 2011
/s/ STEVEN S. REED Steven S. Reed	Director	April 14, 2011
/s/ WILLIAM E. BROCK William E. Brock	Director	April 14, 2011
/s/ STEVEN B. EPSTEIN Steven B. Epstein	Director	April 14, 2011

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

ALTERNATIVE YOUTH SERVICES, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ KELLEY ABELL Kelley Abell	Director	April 14, 2011
/s/ STEPHEN P. BRUNET Stephen P. Brunet	Director	April 14, 2011

II-5

Signature	Title	Date
/s/ BRAD HARRIS Brad Harris	Director	April 14, 2011
/s/ DENNIS ROBERTS Dennis Roberts	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

COMMUNITY ALTERNATIVES KENTUCKY, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ KELLEY ABELL Kelley Abell	Director	April 14, 2011
/s/ STEPHEN P. BRUNET Stephen P. Brunet	Director	April 14, 2011

II-7

Signature	Title	Date
/s/ STEPHEN R. HENDRICKS Stephen R. Hendricks	Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

COMMUNITY ALTERNATIVES OF WASHINGTON, D.C., INC.
RES-CARE WISCONSIN, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ TAMIE BARTA Tamie Barta	Director	April 14, 2011
/s/ DAVID RHODES David Rhodes	Director	April 14, 2011

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

EMPLOY-ABILITY UNLIMITED, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Trustee	April 14, 2011
/s/ BOB BOND Bob Bond	Trustee	April 14, 2011
/s/ DENNIS ROBERTS Dennis Roberts	Trustee	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer)	April 14, 2011

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

ACCENT HEALTH CARE, INC.
COMMUNITY ALTERNATIVES ILLINOIS, INC.
COMMUNITY ALTERNATIVES INDIANA, INC.
NORMAL LIFE OF CENTRAL INDIANA, INC.
NORMAL LIFE OF SOUTHERN INDIANA, INC.
RAISE GEAUGA, INC.
RES-CARE ILLINOIS, INC.
RES-CARE MICHIGAN, INC.
RES-CARE NEW JERSEY, INC.
RES-CARE OHIO, INC.
RESCARE PENNSYLVANIA HEALTH MANAGEMENT SERVICES, INC.
RESCARE PENNSYLVANIA HOME HEALTH ASSOCIATES, INC.
VOCA CORP.
VOCA CORPORATION OF INDIANA
VOCA CORPORATION OF MARYLAND
VOCA CORPORATION OF NEW JERSEY
VOCA CORPORATION OF OHIO
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

II-11

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ BOB BOND Bob Bond	Director	April 14, 2011

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

VOCA CORPORATION OF NORTH CAROLINA
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ STEPHEN P. BRUNET Stephen P. Brunet	Director	April 14, 2011
/s/ STEPHEN R. HENDRICKS Stephen R. Hendricks	Director	April 14, 2011
/s/ DIANNA HINTON Dianna Hinton	Director	April 14, 2011

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

BAKER MANAGEMENT, INC.
BALD EAGLE ENTERPRISES, INC.
BOLIVAR DEVELOPMENTAL TRAINING CENTER, INC.
BRALEY & THOMPSON, INC.
COMMUNITY ALTERNATIVES NEBRASKA, INC.
COMMUNITY ALTERNATIVES VIRGINIA, INC.
EDUCARE COMMUNITY LIVING CORPORATION—MISSOURI
HYDESBURG ESTATES, INC.
INDIVIDUALIZED SUPPORTED LIVING, INC.
RES-CARE IOWA, INC.
RES-CARE KANSAS, INC.
RSCR WEST VIRGINIA, INC.
SKYVIEW ESTATES, INC.
UPWARD BOUND, INC.
VOCA CORPORATION OF WEST VIRGINIA, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

II-14

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ STEPHEN P. BRUNET Stephen P. Brunet	Director	April 14, 2011

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

NORMAL LIFE OF CALIFORNIA, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ MICHAEL CUTCHSHAW Michael Cutchshaw	Director	April 14, 2011
/s/ DAVID RHODES David Rhodes	Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer)	April 14, 2011

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

SOUTHERN HOME CARE SERVICES, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ RON CORNELISON Ron Cornelison	Director	April 14, 2011
/s/ DAVID RHODES David Rhodes	Director	April 14, 2011

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

REST ASSURED, LLC
By:	/s/ DUSTIN WRIGHT Dustin Wright General Manager

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DUSTIN WRIGHT Dustin Wright	General Manager (Principal Executive Officer)	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr.	Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011

II-18

Signature	Title	Date
/s/ JERRY WITHERED Jerry Withered	Director	April 14, 2011
/s/ TIM ZASPAL Tim Zaspal	Director	April 14, 2011
Jeff Darling	Director	April 14, 2011

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

ARBOR E&T, LLC
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Manager	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Manager	April 14, 2011
/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr.	Manager	April 14, 2011
/s/ RICHARD L. TINSLEY Richard L. Tinsley	Manager	April 14, 2011

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

FRANKLIN CAREER COLLEGE INCORPORATED
THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.
By:	/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr. President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr.	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer)	April 14, 2011

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RESCARE DTS INTERNATIONAL, LLC
By:	/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr. President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr.	President (Principal Executive Officer) Manager	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Manager	April 14, 2011
/s/ JESICA LINDGREN Jesica Lindgren	Manager	April 14, 2011

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RES-CARE EUROPE, INC. RESCARE INTERNATIONAL, INC.
By:	/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr. President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr.	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ JESICA LINDGREN Jesica Lindgren	Director	April 14, 2011

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RESCARE FINANCE, INC.
By:	/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr. President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr.	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

CNC/ACCESS, INC. EDUCARE COMMUNITY LIVING     CORPORATION—NORTH CAROLINA
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

CAPITAL TX INVESTMENTS, INC. CATX PROPERTIES, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011
/s/ JANE BREEN STEUR Jane Breen Steur	Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer)	April 14, 2011

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

COMMUNITY ALTERNATIVES PHARMACY, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011
/s/ DENNIS ROBERTS Dennis Roberts	Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer)	April 14, 2011

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

ALL WAYS CARING SERVICES, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

GENERAL HEALTH CORPORATION YOUTHTRACK, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ RICK MYERS Rick Myers	Director	April 14, 2011
/s/ DAVID RHODES David Rhodes	Director	April 14, 2011

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

COMMUNITY ALTERNATIVES TEXAS PARTNER, INC. EDUCARE COMMUNITY LIVING—NORMAL LIFE, INC. NORMAL LIFE FAMILY SERVICES, INC. NORMAL LIFE OF LAFAYETTE, INC. NORMAL LIFE OF LAKE CHARLES, INC. TANGRAM REHABILITATION NETWORK, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011

II-30

Signature	Title	Date
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011
/s/ JANE BREEN STEUR Jane Breen Steur	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

ALTERNATIVE CHOICES, INC.
COMMUNITY ADVANTAGE, INC.
EDUCARE COMMUNITY LIVING CORPORATION—NEVADA
J. & J. CARE CENTERS, INC.
RES-CARE CALIFORNIA, INC.
RES-CARE IDAHO, INC.
RES-CARE WASHINGTON, INC.
ROCKCREEK, INC.
RSCR CALIFORNIA, INC.
RSCR INLAND, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

II-32

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ DAVID RHODES David Rhodes	Director	April 14, 2011

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

B.W.J. OPPORTUNITY CENTERS, INC.
CAREERS IN PROGRESS, INC.
COMMUNITY ALTERNATIVES NEW MEXICO, INC.
EDUCARE COMMUNITY LIVING—TEXAS LIVING CENTERS, INC.
EDUCARE COMMUNITY LIVING CORPORATION—GULF COAST
EDUCARE COMMUNITY LIVING CORPORATION—NEW MEXICO
EDUCARE COMMUNITY LIVING CORPORATION—TEXAS
RES-CARE ARKANSAS, INC.
RES-CARE OKLAHOMA, INC.
TEXAS HOME MANAGEMENT, INC.
THM HOMES, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

II-34

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ JANE BREEN STEUR Jane Breen Steur	Director	April 14, 2011

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

EDUCARE COMMUNITY LIVING CORPORATION—AMERICA
NORMAL LIFE, INC.
P.S.I. HOLDINGS, INC.
PEOPLESERVE, INC.
VOCA CORPORATION OF AMERICA
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RES-CARE PREMIER, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ BOB BOND Bob Bond	Director	April 14, 2011

II-37

Signature	Title	Date
/s/ JANE BREEN STEUR Jane Breen Steur	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

HABILITATION OPPORTUNITIES OF OHIO, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ BOB BOND Bob Bond	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

VOCA OF INDIANA, LLC
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Manager	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Manager	April 14, 2011
/s/ BOB BOND Bob Bond	Manager	April 14, 2011

II-40

Signature	Title	Date
/s/ MICHAEL J. REIBEL Michael J. Reibel	Manager	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Manager	April 14, 2011

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

COMMUNITY ALTERNATIVES HOME CARE, INC.
COMMUNITY ALTERNATIVES MOBILE NURSING, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011

II-42

Signature	Title	Date
/s/ STEPHEN P. BRUNET Stephen P. Brunet	Director	April 14, 2011
/s/ DAVID RHODES David Rhodes	Director	April 14, 2011

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

COMMUNITY ALTERNATIVES MISSOURI, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ STEPHEN P. BRUNET Stephen P. Brunet	Director	April 14, 2011

II-44

Signature	Title	Date
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011
/s/ JANE BREEN STEUR Jane Breen Steur	Director	April 14, 2011

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

NORMAL LIFE OF GEORGIA, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ STEPHEN P. BRUNET Stephen P. Brunet	Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011
/s/ MARIETTA WHITE Marietta White	Director	April 14, 2011

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RES-CARE ALABAMA, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ STEPHEN BRUNET Stephen Brunet	Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

ARBOR PEO, INC. VOCA RESIDENTIAL SERVICES, INC.
By:	/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr. President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RALPH G. GRONEFELD, JR. Ralph G. Gronefeld, Jr.	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ PATRICK G. KELLEY Patrick G. Kelley	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RES-CARE FLORIDA, INC. VOCA CORPORATION OF FLORIDA
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

PHARMACY ALTERNATIVES, LLC
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Manager	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Manager	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Manager	April 14, 2011
/s/ DOUG RUSSELL Doug Russell	Manager	April 14, 2011

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

RES-CARE TRAINING TECHNOLOGIES, INC.
THE CITADEL GROUP, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director	April 14, 2011

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

CREATIVE NETWORKS, L.L.C.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Manager	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Manager	April 14, 2011
/s/ DAVID RHODES David Rhodes	Manager	April 14, 2011

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

JOB READY, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ DAVID RHODES David Rhodes	Director	April 14, 2011
/s/ JANE BREEN STEUR Jane Breen Steur	Director	April 14, 2011

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

NORMAL LIFE OF LOUISIANA, INC.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director	April 14, 2011
/s/ JANE BREEN STEUR Jane Breen Steur	Director	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director	April 14, 2011

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

NORMAL LIFE OF INDIANA
By:	Normal Life of Central Indiana, Inc.
	Its General Partner
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President
By:	Normal Life of Southern Indiana, Inc.
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

II-55

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	April 14, 2011
/s/ BOB BOND Bob Bond	Director of Normal Life of Central Indiana, Inc. and Normal Life of Southern Indiana, Inc.	April 14, 2011

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on April 14, 2011.

EDUCARE COMMUNITY LIVING LIMITED PARTNERSHIP
By:	Community Alternatives Texas Partner, Inc.
	Its General Partner
By:	/s/ PATRICK G. KELLEY Patrick G. Kelley President

POWER OF ATTORNEY

        Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Ralph G. Gronefeld, Jr. and David W. Miles, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutions, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PATRICK G. KELLEY Patrick G. Kelley	President (Principal Executive Officer) Director of Community Alternatives Texas Partner, Inc.	April 14, 2011
/s/ DAVID W. MILES David W. Miles	Treasurer (Principal Financial and Accounting Officer) Director of Community Alternatives Texas Partner, Inc.	April 14, 2011

II-57

Signature	Title	Date
/s/ MICHAEL J. REIBEL Michael J. Reibel	Director of Community Alternatives Texas Partner, Inc.	April 14, 2011
/s/ JANE BREEN STEUR Jane Breen Steur	Director of Community Alternatives Texas Partner, Inc.	April 14, 2011
/s/ DAVID S. WASKEY David S. Waskey	Director of Community Alternatives Texas Partner, Inc.	April 14, 2011

II-58

EXHIBIT INDEX

Exhibit		Description of Exhibit
	2.1	Agreement and Plan of Share Exchange between Onex ResCare Acquisition LLC and Res-Care, Inc. dated as of September 6, 2010, incorporated by reference to Exhibit 2.1 to Res-Care, Inc.'s Current Report on Form 8-K filed on September 10, 2010.
	3.1	Amended and Restated Articles of Incorporation of Res-Care, Inc. dated December 18, 1992, incorporated by reference to Exhibit 3.2 to Res-Care, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006.
	3.2	Articles of Amendment to Amended and Restated Articles of Incorporation of Res-Care, Inc. dated May 29, 1997, incorporated by reference to Exhibit 3.1 to Res-Care, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2006.
	3.3	Articles of Amendment to Res-Care, Inc.'s Articles of Incorporation dated June 23, 2004, incorporated by reference to Exhibits 3(i) and 4 to Res-Care, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
	3.4	Amended and Restated Bylaws of Res-Care, Inc., incorporated by reference to Exhibit 4.5 to Res-Care, Inc.'s Registration Statement on Form S-8 filed November 27, 2000 (Reg. No. 333-50726).
	3.5	Articles of Incorporation of Accent Health Care, Inc.*
	3.6	Bylaws of Accent Health Care, Inc.*
	3.7	Articles of Incorporation of All Ways Caring Services, Inc.*
	3.8	Bylaws of All Ways Caring Services, Inc.*
	3.9	Articles of Incorporation of Alternative Choices, Inc., incorporated by reference to Exhibit 3.4 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.10	Bylaws of Alternative Choices, Inc., incorporated by reference to Exhibit 3.5 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.11	Certificate of Incorporation of Alternative Youth Services, Inc., incorporated by reference to Exhibit 3.6 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.12	Bylaws of Alternative Youth Services, Inc., incorporated by reference to Exhibit 3.7 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.13	Articles of Organization of Arbor E&T, LLC, incorporated by reference to Exhibit 3.8 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.14	Operating Agreement of Arbor E&T, LLC, incorporated by reference to Exhibit 3.9 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.15	Certificate of Incorporation of Arbor PEO, Inc.*
	3.16	Bylaws of Arbor PEO, Inc.*
	3.17	Articles of Incorporation of B.W.J Opportunity Centers, Inc., incorporated by reference to Exhibit 3.10 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.18	Bylaws of B.W.J Opportunity Centers, Inc., incorporated by reference to Exhibit 3.11 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.19	Articles of Incorporation of Baker Management, Inc., incorporated by reference to Exhibit 3.12 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.20	Bylaws of Baker Management, Inc., incorporated by reference to Exhibit 3.13 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.21	Articles of Incorporation of Bald Eagle Enterprises, Inc., incorporated by reference to Exhibit 3.14 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.22	Bylaws of Bald Eagle Enterprises, Inc., incorporated by reference to Exhibit 3.15 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.23	Articles of Incorporation of Bolivar Developmental Training Center, Inc., incorporated by reference to Exhibit 3.16 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.24	Bylaws of Bolivar Developmental Training Center, Inc., incorporated by reference to Exhibit 3.17 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.25	Articles of Incorporation of Braley & Thompson, Inc.*
	3.26	Bylaws of Braley & Thompson, Inc.*
	3.27	Certificate of Incorporation of Capital TX Investments, Inc., incorporated by reference to Exhibit 3.18 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.28	Bylaws of Capital TX Investments, Inc., incorporated by reference to Exhibit 3.19 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.29	Articles of Incorporation of Careers in Progress, Inc., incorporated by reference to Exhibit 3.20 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.30	Bylaws of Careers in Progress, Inc., incorporated by reference to Exhibit 3.21 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.31	Certificate of Incorporation of CATX Properties, Inc., incorporated by reference to Exhibit 3.22 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.32	Bylaws of CATX Properties, Inc., incorporated by reference to Exhibit 3.23 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.33	Articles of Incorporation of CNC/Access, Inc., incorporated by reference to Exhibit 3.24 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.34	Bylaws of CNC/Access, Inc., incorporated by reference to Exhibit 3.25 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.35	Certificate of Incorporation of Community Advantage, Inc., incorporated by reference to Exhibit 3.26 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.36	Bylaws of Community Advantage, Inc., incorporated by reference to Exhibit 3.27 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.37	Articles of Incorporation of Community Alternatives Home Care, Inc.*
	3.38	Bylaws of Community Alternatives Home Care, Inc.*
	3.39	Certificate of Incorporation of Community Alternatives Illinois, Inc., incorporated by reference to Exhibit 3.28 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.40	Bylaws of Community Alternatives Illinois, Inc., incorporated by reference to Exhibit 3.29 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.41	Certificate of Incorporation of Community Alternatives Indiana, Inc., incorporated by reference to Exhibit 3.30 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.42	Bylaws of Community Alternatives Indiana, Inc., incorporated by reference to Exhibit 3.31 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.43	Certificate of Incorporation of Community Alternatives Kentucky, Inc., incorporated by reference to Exhibit 3.32 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.44	Bylaws of Community Alternatives Kentucky, Inc., incorporated by reference to Exhibit 3.33 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.45	Articles of Incorporation of Community Alternatives Missouri, Inc., incorporated by reference to Exhibit 3.34 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.46	Bylaws of Community Alternatives Missouri, Inc., incorporated by reference to Exhibit 3.35 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.47	Articles of Incorporation of Community Alternatives Mobile Nursing, Inc.*
	3.48	Bylaws of Community Alternatives Mobile Nursing, Inc.*
	3.49	Certificate of Incorporation of Community Alternatives Nebraska, Inc., incorporated by reference to Exhibit 3.36 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.50	Bylaws of Community Alternatives Nebraska, Inc., incorporated by reference to Exhibit 3.37 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.51	Certificate of Incorporation of Community Alternatives New Mexico, Inc.*
	3.52	Bylaws of Community Alternatives New Mexico, Inc.*
	3.53	Certificate of Incorporation of Community Alternatives Pharmacy, Inc., incorporated by reference to Exhibit 3.38 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.54	Bylaws of Community Alternatives Pharmacy, Inc., incorporated by reference to Exhibit 3.39 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.55	Certificate of Incorporation of Community Alternatives Texas Partner, Inc., incorporated by reference to Exhibit 3.40 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.56	Bylaws of Community Alternatives Texas Partner, Inc., incorporated by reference to Exhibit 3.41 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.57	Certificate of Incorporation of Community Alternatives Virginia, Inc., incorporated by reference to Exhibit 3.42 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.58	Bylaws of Community Alternatives Virginia, Inc., incorporated by reference to Exhibit 3.43 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.59	Articles of Incorporation of Community Alternatives of Washington, D.C., Inc., incorporated by reference to Exhibit 3.44 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.60	Bylaws of Community Alternatives of Washington, D.C., Inc., incorporated by reference to Exhibit 3.45 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.61	Articles of Organization of Creative Networks, L.L.C., incorporated by reference to Exhibit 3.46 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.62	Operating Agreement of Creative Networks, L.L.C., incorporated by reference to Exhibit 3.47 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.63	Articles of Incorporation of EduCare Community Living—Normal Life, Inc., incorporated by reference to Exhibit 3.48 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.64	Bylaws of EduCare Community Living—Normal Life, Inc., incorporated by reference to Exhibit 3.49 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.65	Articles of Incorporation of EduCare Community Living-Texas Living Centers, Inc., incorporated by reference to Exhibit 3.50 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.66	Bylaws of EduCare Community Living-Texas Living Centers, Inc., incorporated by reference to Exhibit 3.51 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.67	Certificate of Incorporation of EduCare Community Living Corporation-America, incorporated by reference to Exhibit 3.52 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.68	Bylaws of EduCare Community Living Corporation-America, incorporated by reference to Exhibit 3.53 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.69	Articles of Incorporation of EduCare Community Living Corporation-Gulf Coast, incorporated by reference to Exhibit 3.54 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.70	Bylaws of EduCare Community Living Corporation-Gulf Coast, incorporated by reference to Exhibit 3.55 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.71	Articles of Incorporation of EduCare Community Living Corporation-Missouri, incorporated by reference to Exhibit 3.56 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.72	Bylaws of EduCare Community Living Corporation-Missouri, incorporated by reference to Exhibit 3.57 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.73	Articles of Incorporation of EduCare Community Living Corporation-Nevada, incorporated by reference to Exhibit 3.58 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.74	Bylaws of EduCare Community Living Corporation-Nevada, incorporated by reference to Exhibit 3.59 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.75	Articles of Incorporation of EduCare Community Living Corporation-New Mexico, incorporated by reference to Exhibit 3.60 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.76	Bylaws of EduCare Community Living Corporation-New Mexico, incorporated by reference to Exhibit 3.61 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.77	Articles of Incorporation of EduCare Community Living Corporation-North Carolina, incorporated by reference to Exhibit 3.62 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.78	Bylaws of EduCare Community Living Corporation-North Carolina, incorporated by reference to Exhibit 3.63 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.79	Articles of Incorporation of EduCare Community Living Corporation-Texas, incorporated by reference to Exhibit 3.64 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.80	Bylaws of EduCare Community Living Corporation-Texas, incorporated by reference to Exhibit 3.65 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.81	Partnership Agreement of EduCare Community Living Limited Partnership, incorporated by reference to Exhibit 3.66 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.82	Articles of Incorporation of Employ-Ability Unlimited, Inc., incorporated by reference to Exhibit 3.67 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.83	Regulations of Employ-Ability Unlimited, Inc., incorporated by reference to Exhibit 3.68 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.84	Articles of Incorporation of Franklin Career College Incorporated*
	3.85	Bylaws of Franklin Career College Incorporated*
	3.86	Articles of Incorporation of General Health Corporation, incorporated by reference to Exhibit 3.69 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.87	Bylaws of General Health Corporation, incorporated by reference to Exhibit 3.70 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.88	Articles of Incorporation of Habilitation Opportunities of Ohio, Inc., incorporated by reference to Exhibit 3.71 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.89	Regulations of Habilitation Opportunities of Ohio, Inc., incorporated by reference to Exhibit 3.72 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.90	Articles of Incorporation of Health Services Personnel, Inc., incorporated by reference to Exhibit 3.73 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.91	Bylaws of Health Services Personnel, Inc., incorporated by reference to Exhibit 3.74 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.92	Articles of Incorporation of Hydesburg Estates, Inc., incorporated by reference to Exhibit 3.75 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.93	Bylaws of Hydesburg Estates, Inc., incorporated by reference to Exhibit 3.76 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.94	Articles of Incorporation of Individualized Supported Living, Inc., incorporated by reference to Exhibit 3.77 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.95	Bylaws of Individualized Supported Living, Inc., incorporated by reference to Exhibit 3.78 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.96	Articles of Incorporation of J. & J. Care Centers, Inc., incorporated by reference to Exhibit 3.79 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.97	Bylaws of J. & J. Care Centers, Inc., incorporated by reference to Exhibit 3.80 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.98	Articles of Incorporation of Job Ready, Inc.*
	3.99	Bylaws of Job Ready, Inc.*
	3.100	Articles of Incorporation of Normal Life Family Services, Inc., incorporated by reference to Exhibit 3.81 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.101	Bylaws of Normal Life Family Services, Inc., incorporated by reference to Exhibit 3.82 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.102	Articles of Incorporation of Normal Life of California, Inc., incorporated by reference to Exhibit 3.83 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.103	Bylaws of Normal Life of California, Inc., incorporated by reference to Exhibit 3.84 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.104	Articles of Incorporation of Normal Life of Central Indiana, Inc., incorporated by reference to Exhibit 3.85 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.105	Bylaws of Normal Life of Central Indiana, Inc., incorporated by reference to Exhibit 3.86 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.106	Articles of Incorporation of Normal Life of Georgia, Inc., incorporated by reference to Exhibit 3.87 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.107	Bylaws of Normal Life of Georgia, Inc., incorporated by reference to Exhibit 3.88 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.108	Partnership Agreement of Normal Life of Indiana (general partnership), incorporated by reference to Exhibit 3.89 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.109	Articles of Incorporation of Normal Life of Lafayette, Inc., incorporated by reference to Exhibit 3.90 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.110	Bylaws of Normal Life of Lafayette, Inc., incorporated by reference to Exhibit 3.91 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.111	Articles of Incorporation of Normal Life of Lake Charles, Inc., incorporated by reference to Exhibit 3.92 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.112	Bylaws of Normal Life of Lake Charles, Inc., incorporated by reference to Exhibit 3.93 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.113	Articles of Incorporation of Normal Life of Louisiana, Inc., incorporated by reference to Exhibit 3.94 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.114	Bylaws of Normal Life of Louisiana, Inc., incorporated by reference to Exhibit 3.95 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.115	Articles of Incorporation of Normal Life of Southern Indiana, Inc., incorporated by reference to Exhibit 3.96 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.116	Bylaws of Normal Life of Southern Indiana, Inc., incorporated by reference to Exhibit 3.97 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.117	Articles of Incorporation of Normal Life, Inc., incorporated by reference to Exhibit 3.98 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.118	Bylaws of Normal Life, Inc., incorporated by reference to Exhibit 3.99 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.119	Articles of Incorporation of P.S.I. Holdings, Inc., incorporated by reference to Exhibit 3.100 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.120	Regulations of P.S.I. Holdings, Inc., incorporated by reference to Exhibit 3.101 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.121	Certificate of Incorporation of PeopleServe, Inc., incorporated by reference to Exhibit 3.102 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.122	Bylaws of PeopleServe, Inc., incorporated by reference to Exhibit 3.103 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.123	Articles of Organization of Pharmacy Alternatives, LLC, incorporated by reference to Exhibit 3.104 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.124	Operating Agreement of Pharmacy Alternative, LLC, incorporated by reference to Exhibit 3.105 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.125	Certificate of Incorporation of RAISE Geauga, Inc., incorporated by reference to Exhibit 3.106 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.126	Regulations of RAISE Geauga, Inc., incorporated by reference to Exhibit 3.107 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.127	Certificate of Incorporation of Res-Care Alabama, Inc., incorporated by reference to Exhibit 3.108 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.128	Bylaws of Res-Care Alabama, Inc., incorporated by reference to Exhibit 3.109 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.129	Certificate of Incorporation of Res-Care Arkansas, Inc.*
	3.130	Bylaws of Res-Care Arkansas, Inc.*
	3.131	Certificate of Incorporation of Res-Care California, Inc., incorporated by reference to Exhibit 3.110 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.132	Bylaws of Res-Care California, Inc., incorporated by reference to Exhibit 3.111 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.133	Certificate of Formation of Res-Care DTS International, LLC, incorporated by reference to Exhibit 3.112 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.134	Limited Liability Company Agreement of Res-Care DTS International, LLC, incorporated by reference to Exhibit 3.113 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.135	Certificate of Incorporation of Res-Care Europe, Inc.*
	3.136	Bylaws of Res-Care Europe, Inc.*
	3.137	Certificate of Incorporation of ResCare Finance, Inc., incorporated by reference to Exhibit 3.136 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.138	Bylaws of ResCare Finance, Inc., incorporated by reference to Exhibit 3.137 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.139	Certificate of Incorporation of Res-Care Florida, Inc., incorporated by reference to Exhibit 3.114 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.140	Bylaws of Res-Care Florida, Inc., incorporated by reference to Exhibit 3.115 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.141	Certificate of Incorporation of Res-Care Idaho, Inc.*
	3.142	Bylaws of Res-Care Idaho, Inc.*
	3.143	Certificate of Incorporation of Res-Care Illinois, Inc., incorporated by reference to Exhibit 3.116 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.144	Bylaws of Res-Care Illinois, Inc., incorporated by reference to Exhibit 3.117 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.145	Certificate of Incorporation of Res-Care International, Inc., incorporated by reference to Exhibit 3.118 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.146	Bylaws of Res-Care International, Inc., incorporated by reference to Exhibit 3.119 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.147	Certificate of Incorporation of Res-Care Iowa, Inc.*
	3.148	Bylaws of Res-Care Iowa, Inc.*
	3.149	Certificate of Incorporation of Res-Care Kansas, Inc., incorporated by reference to Exhibit 3.120 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.150	Bylaws of Res-Care Kansas, Inc., incorporated by reference to Exhibit 3.121 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.151	Certificate of Incorporation of Res-Care Michigan, Inc.*
	3.152	Bylaws of Res-Care Michigan, Inc.*
	3.153	Certificate of Incorporation of Res-Care New Jersey, Inc., incorporated by reference to Exhibit 3.122 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.154	Bylaws of Res-Care New Jersey, Inc., incorporated by reference to Exhibit 3.123 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.155	Certificate of Incorporation of Res-Care New Mexico, Inc., incorporated by reference to Exhibit 3.124 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.156	Bylaws of Res-Care New Mexico, Inc., incorporated by reference to Exhibit 3.125 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.157	Certificate of Incorporation of Res-Care Ohio, Inc., incorporated by reference to Exhibit 3.126 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.158	Bylaws of Res-Care Ohio, Inc., incorporated by reference to Exhibit 3.127 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.159	Certificate of Incorporation of Res-Care Oklahoma, Inc., incorporated by reference to Exhibit 3.128 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.160	Bylaws of Res-Care Oklahoma, Inc., incorporated by reference to Exhibit 3.129 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.161	Certificate of Incorporation of ResCare Pennsylvania Health Management Services, Inc.*
	3.162	Bylaws of ResCare Pennsylvania Health Management Services, Inc.*
	3.163	Certificate of Incorporation of ResCare Pennsylvania Home Health Associates, Inc.*
	3.164	Bylaws of ResCare Pennsylvania Home Health Associates, Inc.*
	3.165	Certificate of Incorporation of Res-Care Premier, Inc., incorporated by reference to Exhibit 3.130 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.166	Bylaws of Res-Care Premier, Inc., incorporated by reference to Exhibit 3.131 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.167	Certificate of Incorporation of Res-Care Training Technologies, Inc., incorporated by reference to Exhibit 3.132 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.168	Bylaws of Res—Care Training Technologies, Inc., incorporated by reference to Exhibit 3.133 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.169	Certificate of Incorporation of Res—Care Washington, Inc., incorporated by reference to Exhibit 3.134 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.170	Bylaws of Res—Care Washington, Inc., incorporated by reference to Exhibit 3.135 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.171	Certificate of Incorporation of Res-Care Wisconsin, Inc.*
	3.172	Bylaws of Res-Care Wisconsin, Inc.*
	3.173	Articles of Organization of Rest Assured, LLC*
	3.174	Operating Agreement of Rest Assured, LLC*
	3.175	Articles of Incorporation of Rockcreek, Inc., incorporated by reference to Exhibit 3.138 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.176	Bylaws of Rockcreek, Inc., incorporated by reference to Exhibit 3.139 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.177	Certificate of Incorporation of RSCR California, Inc., incorporated by reference to Exhibit 3.140 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.178	Bylaws of RSCR California, Inc., incorporated by reference to Exhibit 3.141 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.179	Articles of Incorporation of RSCR Inland, Inc., incorporated by reference to Exhibit 3.142 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.180	Bylaws of RSCR Inland, Inc., incorporated by reference to Exhibit 3.143 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.181	Certificate of Incorporation of RSCR West Virginia, Inc., incorporated by reference to Exhibit 3.144 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.182	Bylaws of RSCR West Virginia, Inc., incorporated by reference to Exhibit 3.145 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.183	Articles of Incorporation of Skyview Estates, Inc., incorporated by reference to Exhibit 3.146 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.184	Bylaws of Skyview Estates, Inc., incorporated by reference to Exhibit 3.147 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.185	Articles of Incorporation of Southern Home Care Services, Inc., incorporated by reference to Exhibit 3.148 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.186	Bylaws of Southern Home Care Services, Inc., incorporated by reference to Exhibit 3.149 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.187	Articles of Incorporation of Tangram Rehabilitation Network, Inc., incorporated by reference to Exhibit 3.150 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.188	Bylaws of Tangram Rehabilitation Network, Inc., incorporated by reference to Exhibit 3.151 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.189	Certificate of Incorporation of Texas Home Management, Inc., incorporated by reference to Exhibit 3.152 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.190	Bylaws of Texas Home Management, Inc., incorporated by reference to Exhibit 3.153 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.191	Certificate of Incorporation of The Academy for Individual Excellence, Inc., incorporated by reference to Exhibit 3.154 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.192	Bylaws of The Academy for Individual Excellence, Inc., incorporated by reference to Exhibit 3.155 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.193	Articles of Incorporation of The Citadel Group, Inc., incorporated by reference to Exhibit 3.156 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.194	Bylaws of The Citadel Group, Inc., incorporated by reference to Exhibit 3.157 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.195	Certificate of Incorporation of THM Homes, Inc., incorporated by reference to Exhibit 3.158 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.196	Bylaws of THM Homes, Inc., incorporated by reference to Exhibit 3.159 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.197	Articles of Incorporation of Upward Bound, Inc., incorporated by reference to Exhibit 3.160 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.198	Bylaws of Upward Bound, Inc., incorporated by reference to Exhibit 3.161 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.199	Articles of Incorporation of VOCA Corp., incorporated by reference to Exhibit 3.162 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.200	Regulations of VOCA Corp., incorporated by reference to Exhibit 3.163 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.201	Articles of Incorporation of VOCA Corporation of America, incorporated by reference to Exhibit 3.164 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	3.202	Regulations of VOCA Corporation of America, incorporated by reference to Exhibit 3.165 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.203	Articles of Incorporation of VOCA Corporation of Florida, incorporated by reference to Exhibit 3.166 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.204	Bylaws of VOCA Corporation of Florida, incorporated by reference to Exhibit 3.167 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.205	Articles of Incorporation of VOCA Corporation of Indiana, incorporated by reference to Exhibit 3.168 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.206	Bylaws of VOCA Corporation of Indiana, incorporated by reference to Exhibit 3.169 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.207	Articles of Incorporation of VOCA Corporation of Maryland, incorporated by reference to Exhibit 3.170 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.208	Bylaws of VOCA Corporation of Maryland, incorporated by reference to Exhibit 3.171 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.209	Certificate of Incorporation of VOCA Corporation of New Jersey, incorporated by reference to Exhibit 3.172 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.210	Bylaws of VOCA Corporation of New Jersey, incorporated by reference to Exhibit 3.173 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.211	Articles of Incorporation of VOCA Corporation of North Carolina, incorporated by reference to Exhibit 3.174 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.212	Bylaws of VOCA Corporation of North Carolina, incorporated by reference to Exhibit 3.175 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.213	Articles of Incorporation of VOCA Corporation of Ohio, incorporated by reference to Exhibit 3.176 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.214	Regulations of VOCA Corporation of Ohio, incorporated by reference to Exhibit 3.177 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.215	Articles of Incorporation of VOCA Corporation of West Virginia, Inc., incorporated by reference to Exhibit 3.178 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.216	Bylaws of VOCA Corporation of West Virginia, Inc., incorporated by reference to Exhibit 3.179 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.217	Articles of Organization of VOCA of Indiana, LLC, incorporated by reference to Exhibit 3.180 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.218	Operating Agreement of VOCA of Indiana, LLC, incorporated by reference to Exhibit 3.181 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.219	Articles of Incorporation of VOCA Residential Services, Inc., incorporated by reference to Exhibit 3.182 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.220	Regulations of VOCA Residential Services, Inc., incorporated by reference to Exhibit 3.183 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.221	Certificate of Incorporation of Youthtrack, Inc., incorporated by reference to Exhibit 3.184 to the Registrant's Form S-4 (Reg. No. 333-131590).
	3.222	Bylaws of Youthtrack, Inc., incorporated by reference to Exhibit 3.185 to the Registrant's Form S-4 (Reg. No. 333-131590).

Exhibit		Description of Exhibit
	4.1	Indenture by and among Res-Care, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee dated as of December 22, 2010.*
	4.2	Form of 10.75% Senior Note Due 2019 (included as an exhibit to Exhibit 4.1).*
	4.3	Registration Rights Agreement by and among Res-Care, Inc., the guarantors stated therein, J.P. Morgan Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Securities LLC and U.S. Bancorp dated December 22, 2010.*
	4.4	Purchase Agreement by and among Res-Care, Inc., the Guarantors named therein, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated dated December 16, 2010.*
	5.1	Opinion of Frost Brown Todd LLC.*
	10.1	Amended and Restated Credit Agreement among Onex Rescare Acquisition, LLC, Res-Care, Inc., Onex Rescare Holdings Corp., the Guarantors named therein, Bank of America, N.A., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner and Smith Incorporated, General Electric Capital Corporation and U.S. Bank National Association, dated as of December 22, 2010.*
	10.2	Onex ResCare Holdings Corp. Stock Option Plan, including forms of Option Agreements.*
	10.3	Employment Agreement between Res-Care, Inc. and Ralph G. Gronefeld, Jr, incorporated by reference to Exhibit 99.1 to Res-Care, Inc.'s Current Report on Form 8-K filed on October 3, 2006.
	10.4	Employment Agreement between Res-Care, Inc. and David W. Miles, incorporated by reference to Exhibit 10.3 to Res-Care, Inc.'s Current Report on Form 8-K filed on April 17, 2008.
	10.5	Employment Agreement between Res-Care, Inc. and Patrick G. Kelley, incorporated by reference to Exhibit 10.10 to Res-Care, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2007.
	10.6	Employment Agreement between Res-Care, Inc. and Richard L. Tinsley, incorporated by reference to Exhibit 99.2 to Res-Care, Inc.'s Current Report on Form 8-K filed December 11, 2008.
	10.7	Employment Agreement between Res-Care, Inc. and David S. Waskey, incorporated by reference to Exhibit 99.3 to Res-Care, Inc.'s Current Report on Form 8-K filed December 11, 2008.
	12.1	Statement of Computation of Ratio of Earnings to Fixed Charges (included as part of the Prospectus).
	21.1	Subsidiaries of Res-Care, Inc.*
	23.1	Consent of KPMG LLP.*
	23.2	Consent of Frost Brown Todd LLC (included in Exhibit 5.1).*
	24	Powers of Attorney (included on the signature pages of this Registration Statement).*
	25.1	Statement of Eligibility on Form T-1 of Wells Fargo Bank, National Association.*
	99.1	Form of Letter of Transmittal.*
	99.2	Form of Notice of Guaranteed Delivery.*
	99.3	Form of Letter to Registered Holders & DTC Participants.*
	99.4	Form of Letter of Beneficial Holders.*

*

Filed herewith.

EX-3.5

Exhibit 3.5

ARTICLES OF INCORPORATION

OF

ACCENT HEALTH CARE, INC.

(Name of Corporation)

The undersigned, desiring to form a corporation for profit under the General Corporation Law of Ohio, do hereby certify:

FIRST: The name of the corporation is Accent Health Care. Inc.

SECOND: The place in Ohio where the principal office of the corporation is to be located is 105 Brammer Drive, Coal Grove, Lawrence County, Ohio 45638.

THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under sections 1701.01 to 1701.98, inclusive, of the Revised Code.

FOURTH: The number of shares which the corporation is authorized to have outstanding is 100.

all of which shall be common shares without par value.

FIFTH: The corporation by action of its Board of Directors may purchase its own shares any time and from time to time to the extent permitted by law.

IN WITNESS WHEREOF, the undersigned incorporators* have signed these Articles of Incorporation on this 12th day of November, 1998.

/s/ Leslie R. Boggs

Leslie R. Boggs

/s/ Johnda Collins

Johnda Collins

(Incorporators)

*[An Ohio corporation may be incorporated by one or more persons. Section 1701.04(A), Revised Code, permits a corporation to be formed by any person, singly or jointly with others. When there is only one incorporator, these forms should be modified accordingly.]

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ORIGINAL APPOINTMENT OF AGENT

OF

ACCENT HEALTH CARE, INC.

(Name of Corporation)

The undersigned, being all of the incorporators ofAccent Health Care. Inc., hereby appoint D. Scott Bowling(a natural person resident in this state) as its agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is:

215 South 4th Street
Ironton, Ohio	45638
	(Zip Code)
Dated: November 12th, 1998

/s/ Leslie R. Boggs

Leslie R. Boggs

/s/ Johnda Collins

Johnda Collins

(Incorporators)

November 12, 1998

ACCEPTANCE OF APPOINTMENT

The undersigned, named herein as the statutory agent for Accent Health Care. Inc., hereby acknowledges and accepts the appointment for said corporation.

/s/ D. Scott Bowling
D. Scott Bowling	(Signature of Agent)

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EX-3.6

Exhibit 3.6

CODE OF REGULATIONS

OF

ACCENT HEALTH CARE, INC.

ARTICLE I

Offices

1.1Principal Office. The principal office of the Corporation shall be located in Coal Grove, Ohio. The Corporation may have such other offices, either within or outside the State of Ohio, as the business of the Corporation may require from time to time.

1.2Registered Office. The registered office of the Corporation shall be, CT Corporation, 1300 E. Ninth Street, Suite 1010, Cleveland, Ohio 44114. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Shareholders

2. 1Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3Place of Meetings. The Board of Directors may designate any place within or outside the State of Ohio as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of Res-Care, Inc. in the Commonwealth of Kentucky.

2.4Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper

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transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of this Code of Regulations.

2.7Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of

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any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8Voting. Unless otherwise required by the Ohio Revised Code, the Corporation’s Articles of Incorporation or this Code of Regulations, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the Shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11Attendance at Meetings as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

Directors

3.1General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than three (3) but may be increased by resolution of the shareholders or Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation,

5

and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Section of this Code of Regulations immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the State of Ohio for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of Res-Care, Inc. unless some other place shall be specified in the notice of the meeting.

3.5Notice. Notice of any special meeting shall be given at least 48 hours prior hereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written

6

communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7Manner of Acting. The act of the majority of the directors present at a meeting it which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

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3.9Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV

Committees

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any

8

meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required,

ARTICLE V

Officers

5.1Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

9

5.3Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of in officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors

10

designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the ‘resident, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder, (e) sign with the President or Vice- President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to payout and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the

11

convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9Other Officers: Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI

Contracts, Loans, Checks and Deposits

6.1Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether

12

then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3Checks, Drafts. Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

ARTICLE VII

Certificates for Shares and Their Transfer

7.1Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Ohio.

7.2Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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7.3Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII

Emergency Regulations

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Ohio Revised Code, any emergency regulations permitted by the Ohio Revised Code which shall be operative only during such emergency.

ARTICLE IX

Indemnification of Directors and Officers

9.1General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Ohio Revised Code, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil,

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criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of this Code of Regulations or the Ohio Revised Code.

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ARTICLE X

Miscellaneous

10.1Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal this Code of Regulations, and to make new regulations, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Code of Regulations.

10.2Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4Waiver of Notice. Whenever any notice is required to be given under the pro- visions of this Code of Regulations, the Articles of Incorporation, or the Ohio Revised Code, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.6Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

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10.6Construction. Unless the context specifically requires otherwise, any reference in this Code of Regulations to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above Code of Regulations of the Corporation was adopted by the Corporation’s sole shareholder.

/s/ Mary D. Peters

Mary D Peters

Assistant Secretary

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EX-3.7

Exhibit 3.7

ARTICLES OF INCORPORATION

TO: JIM EDGAR, Secretary of State

1/We, the incorporator(s), being one or more natural persons of the age of twenty-one years or more or a corporation for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is: All Ways Caring Services, Inc.

ARTICLE TWO

The name and address of the initial registered agent and registered office are:

Registered Agent

Sandra Marmer Wallick

First Name

Middle Name

Last Name

Registered Office

135 South La Salle Street, Suite 710

Number

Street

(Do not use PO. box)

Suite

Chicago, Illinois  60603

(Cook County)

City

Zip Code

County

ARTICLE THREE

The duration of the corporation is x perpetual OR                                years.

ARTICLE FOUR

The purposes for which the corporation is organized are:

The transaction of any or all lawful businesses for which corporations may be incorporated under the Illinois Business Corporation Act.

ARTICLE FIVE

Paragraph 1: The number of shares which the corporation shall be authorized to issue, itemized by class, series and par value, if any, is

Class

Series

*Par Value per share

Number of shares authorized

Common

N/A

NPV

5,000

Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

ARTICLE SIX

The number of shares which the corporation proposes to issue without further report to the Secretary of State; itemized by class, series and par value, if any, and the consideration to be received by the corporation therefor (expressed in dollars) are:

Par value

Number of shares

Total consideration

Class

Series

per share

to be issued

to be received therefor

Common

N/A

NPV

1,000

$

1,000

Total

$

1,000

ARTICLE SEVEN	The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT	The number of directors to be elected at the first meeting of the shareholders is none.
ARTICLE NINE (Complete EITHER A or B)
x	A: All the property of the corporation is to be located in the State and all of its business is to be transacted at or from places of business in this State, or the Incorporator(s) elect to pay the initial franchise tax on the basis of the entire consideration to be received for the issuance of shares.
o	B: Paragraph 1:     It estimated that the value of all property to be owned by the corporation for the following year wherever located will be $
	Paragraph 2:     It estimated that the value of all property to be located within the State of Illinois during the following year will be $
	Paragraph 3:     It estimated that the gross amount of business which will be transacted by the corporation during the following year will be $
	Paragraph 4:     It estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $

I/WE the Incorporator(s) declare that I, we have examined the foregoing Articles of Incorporation and that the statements contained therein, are, to the best of my/our knowledge and belief true, correct and complete. Executed this 2nd day of March, 1984.

(Signatures must be in ink. Carbon copy, Xerox or rubber stamp signatures are not acceptable.)

NOTE:  If a corporation acts as incorporator the name of the corporation and the state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary.

	Signature and Names	Post Office Address
1.	/s/ Sandra Marrmer Wallick	1.	135 South La Salle Street
	Signature  Sandra Marmer Wallick		Street
2		2.	Chicago, Illinois 60603
	Name (please print)		City/Town	State	Zip
3.		3.
	Signature		Street
	Name (please print)		City/Town	State	Zip

EX-3.8

Exhibit 3.8

AMENDED AND RESTATED BYLAWS

OF

ALL WAYS CARING SERVICES, INC.

July 1, 2008

ARTICLE I – OFFICES

1.1Principal Office.  The principal office of the Corporation shall be located in Louisville, Kentucky.  The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2Registered Office.  The registered office of the Corporation shall be, CT Corporation, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II- SHAREHOLDERS

2.1Annual Meetings.  The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

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2.3Place of Meetings.  The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors.  If no designation is properly made, or if a special meeting is otherwise called, the place of the meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4Notice of Annual or Special Meetings.  The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid.  If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of who or wireless written communication, notice shall be deemed to be delivered up on proper transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

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2.5Meetings by Consent of All Shareholders.  If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6Quorum.  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum.  Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7Adjournments.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8Voting.  Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9Proxies.  At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the

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Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at anytime. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10Voting of Shares by Certain Holders.  Shares standing in the name of another corporation maybe voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11Attendance at Meeting as Waiver.  Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12Action by Consent of Shareholders.  Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1General Powers.  The business affairs of the Corporation shall be managed by its Board of Directors.

3.2Number, Tenure and Qualifications.  The number of directors of the Corporation shall be not less than one (1) and no more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

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3.3Removal and Resignations.  At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4Annual, Regular, and Special Meetings.  An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors.  All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5Notice.  Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation.  If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written

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communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8Participation by Telephonic Means.  Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next

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annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10Compensation.  Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11Action by Written Consent.  Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

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ARTICLE V - OFFICERS

5.1           Classes.  The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer.  Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.  Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4           Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise maybe filled by the Board of Directors for the unexpired portion of the term.

5.5           President.  The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of

8

Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as maybe assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice-Presidents.  Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7           Secretary.  The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer.  The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of

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Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers, Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as maybe conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI — CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts.  The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness.  No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as

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may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

ARTICLE VII — CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares.  If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates.  A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that maybe made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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ARTICLE VIII — EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE IX — INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General.  The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions, of the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance.  Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or

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other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X — MISCELLANEOUS

10.1         Amendments.  The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year.  The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal.  The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice.  Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5         Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

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10.6         Construction.  Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Board of Directors on July 1, 2008.

/s/ David S. Waskey

David S. Waskey

Secretary

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EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION
OF
ARBOR PEO, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is ARBOR PEO, INC. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, the undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 11th day of April, 2008.

/s/ David S. Waskey

David S. Waskey, Incorporator

EX-3.16

Exhibit 3.16

BYLAWS

OF

ARBOR PEO, INC.

April 12, 2008

ARTICLE I

Offices

1.1 Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, as the business of the Corporation may require from time to time.

1.2 Registered Office. The registered office of the Corporation shall be, The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The county is New Castle. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Shareholders

2.1 Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it.  If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3 Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4 Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting

to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier; such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or though a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5 Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6 Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7 Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8 Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held

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by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9 Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10 Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11 Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12 Action by Consent of Shareholders_ Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

Directors

3.1 General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2 Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and nor more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3 Initial Directors. The name and mailing address of each person who is to serve as a member of the Board of Directors of the Corporation is as follows, each such person to serve until the first annual meeting of the stockholders and until his successor in office is elected and qualified:

Vincent F. Doran	9901 Linn Station Road
	Louisville, KY 40223

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Paul G. Dunn	9901 Linn Station Road
	Louisville, KY 40223
Ralph G. Gronefeld, Jr.	9901 Linn Station Road
	Louisville, KY 40223
David W. Miles	9901 Linn Station Road
	Louisville, KY 40223
David S. Waskey	9901 Linn Station Road
	Louisville, KY 40223

3.4  Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.5 Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.6 Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting

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business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.7 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.8 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.9 Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.10 Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.11 Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.12 Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV

Committees

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any

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meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V

Officers

5.1 Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3  Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5 President. The President shall be the Chief Executive Officer of the Corporation.  Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which

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the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6 Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7 Secretary.  The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8  Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors.  The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9 Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI

Contracts, Loans, Checks, and Deposits

6.1 Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

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6.2 Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation, or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors.  Such designations may be general or confined to specific instances.

ARTICLE VII

Certificates for Shares and Their Transfer

7.1 Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation.  Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3 Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against

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any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII

Emergency Bylaws

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency Bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE IX

Indemnification of Directors and Officers

9.1 General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or  shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2 Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

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ARTICLE X

Miscellaneous

10.1  Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2   Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation,

10.3   Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6 Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above Bylaws of the Corporation were adopted by the Corporation’s Sole Incorporator on April         , 2008.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

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EX-3.25

Exhibit 3.25

AGREEMENT OF INCORPORATION

I.         The undersigned agree to become a corporation by the name of

BRALEY & THOMPSON, INC.

II.         The principal office or place of business of said corporation will be located at P. O. Box 470, Point Pleasant, West Virginia.  Its chief works will be located at the same place.

III.           The objects for which this corporation is formed are as follows:

(a)        To buy, sell, exchange, lease, mortgage, pledge, assign, or otherwise dispose of or turn to account any real or personal property or rights or privileges therein.

(b)        To apply for, obtain, purchase, lease or otherwise acquire any franchises, permits, certificates, patents, copyrights, licenses, trade-marks, trade-names, and the like that may seem capable of being used for any of the purposes of the corporation, and to use, exercise, develop, grant, sell, lease or otherwise dispose of the same.

(c)        To build, erect, alter, repair or to do any other work in connection with any and all classes of buildings and improvements of any kind and nature whatsoever, and to buy, sell, trade and deal in every kind of material, product, manufactured or unmanufactured, which may be necessary, or incidental to the foregoing powers.

(d)        To buy, hold, deal in, exchange, rent, hire or lease both real property, improved and unimproved, and personal property and equipment; to manage, develop and construct buildings and improvements of all kinds upon real property, generally and to give and receive mortgages and trust deeds thereon and release and discharge the same from all liens and encumbrances.

(e)       To borrow or otherwise secure money, without limitation as to amount, by the issue and/or pledge of bonds, debentures notes and other negotiable or transferable instruments or otherwise; to issue bonds, debentures, notes, and other obligations of the corporation from time to time for any of the objects or purposes herein set forth, and to secure the same by mortgage, pledge deed of trust or otherwise.

(f)        To subscribe to, purchase, or otherwise acquire and hold as an investment or otherwise, the stock, bonds, debentures, evidences of indebtedness or other securities and obligations of any other corporation, and any bonds, debentures or obligations of the United States of America or any state or political subdivision thereof.

(g)       To generally engage in, operate and conduct the business of maintaining and educating foster children.

(h)       The above granted powers of the corporation are in furtherance, and not in limitation, of the general powers conferred by the laws of the State of West Virginia.

IV.       The amount of the total authorized capital stock of said corporation shall be $10,000.00 having no par value.

V.        The amount of capital stock with which it shall commence business is $1,000.00.

VI.       The names and post office addresses of the incorporators and the number of shares of stock subscribed for by each are as follows:

NAME	ADDRESS	SHARES
Ray Thompson	P. 0. Box 470	500
	Pt. Pleasant, W. Va.

VII.      The existence of this corporation is to be perpetual.

VIII.    The private property of the stockholders of the corporation shall not be subject to the payment of corporate debts to any extent whatsoever.

IX.       Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of West Virginia, may, on the application in a summary way of this corporation or any creditor or stockholder thereof, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the laws of the State of West Virginia, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, and such reorganization if sanctioned by the court to which such application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this corporation.

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THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file this Agreement, and I have accordingly hereunto set my hand this 12 day of January, 1979.

/s/ Ray Thompson

Ray Thompson

STATE OF WEST VIRGINIA,

COUNTY OF CABELL, TO-WIT:

I,  William M. Woodyard, a Notary Public in and for the County and State aforesaid do hereby certify that Ray Thompson, who signed the writing above bearing date January 17, 1979, has this day in my said County, before me, acknowledged said writing to be the act and deed of said corporation.

Given under my hand this 12 day of January, 1979.

My commission expires 17 March, 1987.

/s/ William M. Woodyard

Notary Public

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EX-3.26

Exhibit 3.26

BY-LAWS

OF

BRALEY & THOMPSON, INC.

ARTICLE I - OFFICES.

The principal office of the corporation shall be at 406 Fifth Street, St. Albans, West Virginia 25177.

ARTICLE II - MEETINGS OF STOCKHOLDERS.

Section 1. Annual Meeting. The regular annual meeting of the stockholders shall be held at the principal office of the corporation at ten o’clock a.m., on the first Tuesday in January of each year, if not a legal holiday, and if a legal holiday, then on the day following. The first such meeting shall be held in 1980.

Section 2. Special Meetings. Special meetings of the stockholders of the corporation may be called by the Board of Directors, the President or any number of stockholders owning in the aggregate of at least one-tenth of the number of shares outstanding, and may be held at any place in the United States.

Section 3. Notice of Meetings. It shall be sufficient notice of an annual or a special meeting of the stockholders to mail or telegraph, at least five (5) days prior to the date set for such meeting, a notice of such meeting to the post office address of each stockholder last furnished by him to the Secretary. Each stockholder shall furnish to the Secretary his post office address and shall notify the Secretary of any change thereof. It shall not be necessary to publish such notice.

Section 4. Waiver of Notice. Notice of the time, place or purpose of any meeting of the stockholders may be dispensed with as to a stockholder who shall attend either in person or by proxy, and as to an absent stockholder who shall, in writing, file with the records of the meeting either before or after the holding thereof, waive such notice.

Section 5. Business at Meetings. At any meeting of the stockholders, there may be any business transacted presented for consideration. At any special meeting of the stockholders no business other than that included in the notice, or incidental thereto, shall be transacted.

Section 6. Quorum. A majority of all of the shares of stock entitled to vote shall constitute a quorum of the stockholders.

ARTICLE III - BOARD OF DIRECTORS

Section 1. Powers. The business and the property of the corporation shall be managed by the Board of Directors, which may exercise all of the powers of the corporation, except such as are by law or by the charter or by the By-Laws conferred upon or reserved to the stockholders. The Board is expressly authorized, without the assent or vote of the stockholders, to authorize and to cause to be executed mortgages and liens upon the real and personal property of the corporation, including after acquired property, to secure the payment of corporate obligations, and to fix and cause to be paid the compensations of the Directors and Officers of the corporation. The enumeration in these By-Laws of particular powers of the Board shall not imply the denial of, or any limitation on, any power vested in the Board by law or by the charter or by these By-Laws.

Section 2. Election - Vacancy. The Board shall consist of not less than one nor more than three directors, as may be fixed from time to time at any regular or special meeting of the stockholders, but in no event shall the number of directors be less than the number of stockholders of the corporation. They shall be elected each year at the annual meeting of the stockholders, except that if the number be increased at any other meeting of the stockholders or of the Board, the additional directors may be elected at such meeting. Directors shall hold office until the election and qualification of their successors, except that the stockholders, at any special meeting, or the Board, at any meeting, may remove any director and may, or may not, fill the vacancy. A vacancy in the membership of the Board from any other cause may be filled by the Board. A director need not be a stockholder.

Section 3. Meetings. The initial Board shall hold an organizational meeting as soon after issuance of the charter by the Secretary of State as may be convenient at the principal office of the corporation. The Board shall hold a regular meeting for all other purposes as soon after each annual meeting of the stockholders as may be convenient, and at the same place. Special meetings of the Board may be held at any time and at any place in the United States upon call by the President, Secretary or any two directors.

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Section 4. Notice of Meetings. Notice of a regular meeting of the Board shall be given during the stockholders’ meeting which it follows. Notice of a special meeting of the Board shall be given to each director in person or by mail or telegraph to his post office address at least two days prior to the meeting.

Section 5. Waiver of Notice. Notice of the time, place or purpose of any special meeting of the Board may be dispensed with as to a director who shall attend in person and as to an absent director who shall, in writing; file with the records of the meeting either before or after the holding thereof, waive such notice.

Section 6. Business at Meetings. At any regular or special meeting of the Board, there may be transacted any business presented for consideration. The notice of a meeting, if required, need not specify the business to be considered.

Section 7. Quorum. A quorum of the Board shall consist of one-third of the total number of directors in office at the time of a meeting, but not less than two directors.

Section 8. Voting. No member of the Board shall vote on a question in which he is interested otherwise than as a stockholder, except the election of a president or other officer or employee, or be present at the Board while the same is being considered; but if his retirement from the Board in such case reduces the number present below a quorum, the question may nevertheless be decided by those who remain. On any question the names of those voting each way shall be entered on the record of their proceedings, if any member at the time requires it.

ARTICLE IV - AGREEMENTS IN LIEU OF MEETINGS

Whenever the vote of stockholders or of directors is required or permitted to be taken at a meeting in connection with any corporate action, the meeting and vote may be dispensed with if all of the stockholders or all of the directors, as the case may be, shall agree in writing to such corporate action being taken; and such agreement shall have like effect and validity as though the action were duly taken by the unanimous action of all stockholders, or of all directors, at a meeting duly called and legally held.

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ARTICLE V - OFFICERS

Section 1. Generally. The officers of the corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer. Any two of said offices, except those of President and Secretary, may be held by the same person. The President shall be chosen from among the directors, but the other officers need not be directors. All officers shall be chosen by the Board at the regular meeting of the Board and shall hold office for one year and until their respective successors are elected and qualified. The Board may also provide for, and prescribe the duties of (I) more than one Vice-President, and (II) other officers and assistant officers. Any officer may be removed at any time by the Board, and a vacancy in any office may be filled by the Board at any meeting, without it being specified in the notice of the meeting.

Section 2. Powers. The officers shall respectively exercise such powers as are stated in the following sections of this article and as are customarily exercised by like officers of a corporation, subject to the power of the Board to prescribe from time to time the particular powers and duties of any officer.

Section 3. President. The President shall preside at all meetings of the stockholders and of the Board, and shall, while the Board is not in session, have general management and control of the business and affairs of the corporation.

Section 4. Vice-President. The Vice-President shall exercise such powers and perform such duties as may from time to time be directed by the Board.

Section 5. Secretary. The Secretary shall keep the minutes of all proceedings of the Board and of the stockholders; give all notices to the stockholders and directors; affix the seal of the corporation to, and attest the proper execution of, deeds, contracts and other instruments in writing requiring a seal, when duly signed; and have charge of the seal and the books and records of the corporation, except those in custody of the Treasurer, and may certify copies of the books and records in his custody over the seal of the corporation.

Section 6. Treasurer. The Treasurer shall have the custody of all moneys and financial papers and records of the corporation, keeping all funds in the depositories designated by the Board; make and file all returns and reports as required by law, and pay all taxes required by law; make other payments from the funds of the corporation as directed by the Board; and keep accurate accounts of all corporate transactions.

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Section 7. Salaries. The officers shall receive such salaries and expenses as may be from time to time fixed by the Board.

Section 8. Annual Reports. The President shall annually prepare a full and true statement of the affairs of the corporation, which shall be submitted at the annual meeting of the stockholders and filed within twenty days thereafter at the principal office.

ARTICLE VI - CAPITAL STOCK.

Section 1. Certificates. Certificates for shares of the capital stock shall be in the form approved by the Board. Certificates shall be signed by the President or a Vice-President and the Treasurer, the Secretary or the Assistant Secretary, and shall certify the number of shares owned by the stockholders to whom they are issued. No certificate for any share of stock shall be issued or delivered to a stockholder until his subscription or sale price for such share is paid in full.

Section 2. Stockholders. The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof so far as the corporation is concerned. The words “trustee”, “agent” or other like term after the name of a person in whose name stock stands on the books of the corporation, without other words disclosing a trust, beneficiary, or principal or other fiduciary relationship, shall be deemed descriptive of the person and shall in no way restrict the right of such person to vote the shares of stock for any purpose.

Section 3. Stock Transfer Books. The Secretary shall keep stock transfer books in which the shares shall be transferred under such regulations as may be prescribed by the Board, subject to West Virginia Code 4681, et seq.

ARTICLE VII - MISCELLANEOUS.

Section 1. Seal. The corporate seal shall be the seal of which an impression is here made, but the Board may change said seal from time to time, any new seal to be impressed on the minutes of the meeting at which it is authorized.

Section 2. Notes, Endorsements, Etc. Notes and checks of the corporation shall be signed, and checks, notes, drafts and other orders for payment of money shall be endorsed for

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collection or deposit, in the manner prescribed by the Board.

Section 3. Qualification of Directors and Officers. Qualification of a director or an officer shall be his acceptance of the office, and in the absence of prompt notice in writing to the contrary, such acceptance shall be presumed.

Section 4. Acknowledgments. The President or a Vice-President may acknowledge any deed or other instrument without special appointment; the corporation may acknowledge any instrument required by law to be acknowledged by its attorney appointed under seal, and such appointment may be embodied in the deed or instrument to be acknowledged, or be made by a separate instrument.

ARTICLE VIII - INDEMNITY OF DIRECTORS AND OFFICERS.

Section 1. The corporation shall reimburse or indemnify each director or officer of the corporation and each person who may serve at its request as a director or officer of another corporation in which it owns shares of capital stock of, or which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation.

ARTICLE IX - AMENDMENT OF BY-LAWS.

Section 1. By the Stockholders. The By-Laws may be amended, altered or repealed at any annual or special meeting of the stockholders by the vote of a majority of all of the shares of capital stock entitled to vote.

*  *  *  *  *  *  *

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EX-3.37

Exhibit 3.37

ARTICLES OF INCORPORATION

OF

MEDICAL PERSONNEL POOL OF LOUISVILLE, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, being natural persons of the age of eighteen years or more, desiring to form a corporation for profit under the laws of the Commonwealth of Kentucky.

ARTICLE I

The corporation hereby proposed to be organized shall be named and known as Medical Personnel Pool of Louisville, Inc. by which it may contract and be contracted with, sue and be sued and do all things necessary to the conduct of its business in the furtherance of its expressed purpose.

ARTICLE II

The purpose and nature of the business which is to be transacted, promoted and carried on by this corporation shall be as all acts allowed by Chapter 271(l) of the Kentucky Revised Statutes.

ARTICLE III

The duration of this corporation shall be perpetual.

ARTICLE IV

The address, including street and number, of the registered office of this corporation is 1009C Dupont Circle, Louisville, Kentucky 40207.  The principal place of business of this corporation is 1009C Dupont Circle, Louisville, Kentucky 40207.  The name and address of its agent for service of process is John M. Mirgeaux, 1009C Dupont Circle, Louisville, Kentucky 40207.

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ARTICLE V

The original issue of shares as authorized under these articles shall be without classification, restriction, limitation or distinction as to rights of the owners. In the event the corporation acts to authorize additional issues, beyond the original subscriptions of unissued stock authorized by Article V, the original subscriber and incorporator shall have the right to exercise their pre-emptive right to a proportionate share before this stock is offered to another subscriber or an outsider.

The total number of shares of stock authorized to be issued and the authorized class thereof shall be 100 shares at no par value.  This stock shall be designated as “1244 Stock” for taxation purposes, and the Board of Directors will adopt such plans as necessary to comply with Section 1244.

ARTICLE VI

The amount of capital with which the corporation will begin business shall be One Thousand ($1,000.00) Dollars.

The names and addresses of the incorporators and the number of shares subscribed by them are:

John M. Mirgeaux
1009C Dupont Circle
Louisville, Kentucky 40207	50 shares
Ann Martin Mirgeaux
1009C Dupont Circle
Louisville, Kentucky 40207	50 shares

ARTICLE VIII

The Board of Directors of this corporation shall be confirmed at the first meeting of the directors-shareholders to be held as soon as practicable after the issuance of the Certificate of

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Incorporation. They being John M. Mirgeaux, 1009C Dupont Circle, Louisville, Kentucky 40207 and Ann Martin Mirgeaux, 1009C Dupont Circle, Louisville, Kentucky 40207.

ARTICLE IX

The general officers of this corporation shall be a president/treasurer and a vice-president/ secretary. They being President/Treasurer, John M. Mirgeaux; and Vice-President/Secretary, Ann Martin Mirgeaux.

ARTICLE X

The Board of Directors may from time to time by vote of a majority of its members, make, alter, amend or rescing any of the by-laws of this corporation, and each director shall have in such capacity a total voting power of one.

ARTICLE XI

These articles of incorporation or any part thereof may be amended, altered, changed or repealed by the affirmative vote of the holders of the majority of each class of shares entitled to vote thereon, or by a writing signed by all the holders of shares who would be entitled to notice of the meeting for such purpose.

ARTICLE XII

This corporation is to be designated as a Subchapter S Corporation. The Board of Directors in accordance with the provisions of the laws of the United States and requirements of the Department of Internal Revenue Service shall decide whether such an election shall be made.

IN WITNESS WHEREOF, we, the incorporators, have hereunto set our hands this 16 day of Aug, 1988.

/s/ John M. Mirgeaux

John M. Mirgeaux

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/s/ Ann Martin Mirgeaux

Ann Martin Mirgeaux

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CONSENT TO USE OF NAME

Medical Personnel Pool of Cincinnati, Inc. a corporation organized under the laws of the State of Ohio, hereby consents to the organization of Medical Personnel Pool Louisville, Inc. in the State of Kentucky.

IN WITNESS WHEREOF; the said Corporation has caused this consent to be executed by its president and attested under its corporate seal by its Assistant secretary, this 2nd day of July, 1988.

Medical Personnel Pool of Cincinnati, Inc.
By:	/s/ Harold A. Salo
	Harold A. Salo, President

Attest:

/s/ Ellen P. Snyder

Asst. Secretary

(SEAL)

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ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

MEDICAL PERSONNEL POOL OF LOUISVILLE, INC.

1.             The current name of the corporation is Medical Personnel Pool of Louisville, Inc. (the “Corporation”).

2.             The amendment to the Articles of Incorporation adopted by the Board of Directors and approved by unanimous written consent of the sole shareholder are as follows:

Article I of the Articles of Incorporation are hereby amended such that, as amended, said Article I shall read in their entirety as follows:

ARTICLE I

The name of the Corporation shall be Community Alternatives Home Care, Inc.

3.             The Articles of Amendment were duly adopted by the Board of Directors and by the sole shareholder of the Corporation by unanimous written consent on January 31, 2007.

Executed this 12th of February, 2007 by the Assistant Secretary of the Corporation.

/s/ Mary D. Peters

Mary D. Peters

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EX-3.38

Exhibit 3.38

AMENDED AND RESTATED BYLAWS

OF

COMMUNITY ALTERNATIVES HOME CARE, INC.

July 1, 2008

ARTICLE I - OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, CT Corporation, 1209 Orange Street, Wilmington, Delaware.  The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

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2.2           Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

23            Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days not more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such

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written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such

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adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8           Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and no more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.4           Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5           Notice.  Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

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director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6           Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said Meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7           Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

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directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors may be paid their expenses, if’ any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11         Action by Written Consent.  Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of

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the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1           Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the mariner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by

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giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4           Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise maybe filled by the Board of’ Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or

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more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer.  The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

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ARTICLE VI- CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by installments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof; require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be

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made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII — EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I- INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of

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Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director; officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year.  The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof

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in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction.  Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Board of Directors on July 1, 2008.

/s/ David S. Waskey

David S. Waskey

Secretary

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COMMUNITY ALTERNATIVES HOME CARE, INC.

UNANIMOUS WRITTEN CONSENT OF

THE SOLE SHAREHOLDER

July 1, 2008

The undersigned, being the sole shareholder of COMMUNITY ALTERNATIVES HOME CARE, INC., a Kentucky corporation (the “Corporation”), hereby waives notice of the time, place and purpose of a special meeting of the shareholders of the Corporations and adopts the following resolution by written consent.

FURTHER RESOLVED, that all of the directors of the Corporations are hereby removed and that the Shareholder hereby appoints the individuals listed below to serve as directors of the Corporation until his successor is elected or until his earlier removal.

Stephen P. Brunet

Patrick G. Kelley

David W. Miles

The undersigned further directs that this consent shall take effect immediately as of the date first written above and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Shareholder.

COMMUNITY ALTERNATIVES KENTUCKY, INC
By:	/s/ David S. Waskey
		David S. Waskey
		Secretary

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EX-3.47

Exhibit 3.47

ARTICLES OF INCORPORATION

OF

INTERIM HEALTHCARE OF LOUISVILLE, INC.

These Articles of Incorporation, made and entered into this the 16th day of September, 1993, evidencing that the undersigned incorporator has declared his/her intention of forming a corporation pursuant to Chapter 271B of the Kentucky Revised Statutes.

ARTICLE I

The name of the Corporation shall be Interim HealthCare of Louisville, Inc.

ARTICLE II

Shares

The total number of shares of stock which the Corporation is authorized to issue shall be one thousand (1,000) shares of common stock, which shares shall have one vote per share.

ARTICLE III

Registered Office; Registered Agent

The address of the initial registered office of the Corporation is 163 West Short Street, Lexington, Kentucky, 40507-1361, and the name of the initial registered agent at such address is Lisa English Hord.

ARTICLE IV

Principal Office

The address of the principal office of the Corporation is 1009 Dupont Square North, Louisville, Kentucky 40207.

ARTICLE V

Preemptive Rights

The Corporation elects to have preemptive rights.

ARTICLE VI

Indemnification of Directors and Officers

The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of Chapter 271B of the Kentucky Revised Statutes, indemnify each director or officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines and amounts paid in settlement, incurred by him/her in connection with, and shall advance expenses (including attorneys’ fees) incurred by him/her in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he/she is, or is threatened to be made, a party by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized herein.

The indemnification provided for by this Article VII shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, agreement, by-law or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in such capacity or arising out of his/her status as such, whether or not the Corporation would have the power or be obligated to indemnify him/her against such liability under the provisions of this Article VII or Chapter 271B of the Kentucky Revised Statutes.

ARTICLE VII

Incorporator

The following individual, whose address is as follows, is the incorporator of the Corporation:

Lisa English Hord

163 West Short Street

Lexington, KY 40507-1361

IN TESTIMONY WHEREOF, witness the signature of the incorporator, this 16th day of September, 1993.

/s/ Lisa English Hord

Lisa English Hord, Incorporator

COMMONWEALTH OF KENTUCKY	)
	)	SS:
COUNTY OF FAYETTE	)

I, a Notary Public in and for the Commonwealth and County aforesaid, do hereby certify that the foregoing Articles of Incorporation of Interim HealthCare of Louisville, Inc., were this day produced before me in the Commonwealth and County aforesaid, and were signed and acknowledged by Lisa English Hord as the incorporator thereof, to be her free act and voluntary deed.

IN WITNESS WHEREOF, witness my hand and notarial seal this 16th day of September, 1993.

My commission expires:	September 12, 1994
	/s/ Angela M. Honlihan
	NOTARY PUBLIC

This Instrument was prepared by:

/s/ Lisa English Hord

Lisa English Hord

McBRAYER, McGINNIS, LESLIE & KIRKLAND

163 W. Short Street, Suite 300

Lexington, Kentucky 40507

(606) 231-8780

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

INTERIM HEALTHCARE OF LOUISVILLE, INC.

1.The current name of the corporation is Interim Healthcare of Louisville, Inc. (the “Corporation”).

2.The amendment to the Articles of Incorporation adopted by the Board of Directors and approved by unanimous written consent of the sole shareholder are as follows:

3.Article; I,                      of the Articles of Incorporation are hereby amended such that, as amended, said Article I,                            shall read in their entirety as follows:

ARTICLE I

The name of the Corporation shall be Community Alternatives Mobile Nursing, Inc.

4.The Articles of Amendment were duly adopted by the Board of Directors and by the sole shareholder of the Corporation by unanimous written consent on January 31, 2007.

Executed this 12th day of February, 2007 by the Assistant Secretary of the Corporation.

/s/ Mary D. Peters

Mary D. Peters

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED BYLAWS

OF

COMMUNITY ALTERNATIVES MOBILE NURSING, INC.

July 1, 2008

ARTICLE I - OFFICES

1.1Principal Office.  The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2Registered Office.  The registered office of the Corporation shall be, CT Corporation, 1209 Orange Street, Wilmington, Delaware.  The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II — SHAREHOLDERS

2.1Annual Meetings.  The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjouroment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3Place of Meetings.  The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors.  If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4Notice of Annual or Special Meetings.  The Corporation shall give notice to shareholders of record of the date, time and place of each annual or Special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the

Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid.  If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder.  An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5Meetings by Consent of All Shareholders.  If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6Quorum.  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7Adjournments.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8Voting.  Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder, The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot,

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2.9Proxies.  At all meetings’ of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting, No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in. the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10Voting of Shares by Certain Holders.  Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11Attendance at Meeting as Waiver.  Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12Action by Consent of Shareholders.  Any action required to be taken, or which may be taken, at a Meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1General Powers.  The business affairs of the Corporation shall be managed by its Board of Directors.

3.2Number, Tenure and Qualifications.  The number of directors of the Corporation shall be not less than one (1) and not more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3Removal and Resignations.  At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of’ Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4Annual, Regular, and Special Meetings.  An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings

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without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting

3.5Notice.  Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph; teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the (directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation

3.8Participation by Telephonic Means.  Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

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3.9Increase or Decrease to Number of Directors:  Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10Compensation.  Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11Action by Written Consent.  Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1Classes.  The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person.  The President shall be a director of the Corporation.

5.2Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the

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election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3Removal and Resignations.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5President.  The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares ate Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6Vice-Presidents.  Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7Secretary.  The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which May, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

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5.8Treasurer.  The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9Other Officers; Assistant Officers.  If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI — CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1Contracts.  The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2Loans and Evidences of Indebtedness.  No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances.  Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1Certificates for Shares.  If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3Lost, Stolen or Destroyed Certificates.  A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed.  When issuing a new certificate or certificates, the Corporation, acting through its or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII — EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I — INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1General.  The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership; joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if

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any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2Insurance.  Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X- MISCELLANEOUS

10.1Amendments.  The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2Fiscal Year.  The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3Seal.  The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4Waiver of Notice.  Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6Construction.  Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

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The above By-Laws of the Corporation were adopted by the Corporation’s Board of Directors on July 1, 2008.

/s/ David S. Waskey

David S. Waskey

Secretary

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COMMUNITY ALTERNATIVES MOBILE NURSING, INC.

UNANIMOUS WRITTEN CONSENT OF

THE SOLE SHAREHOLDER

JULY 1, 2008

The undersigned, being the sole shareholder of COMMUNITY ALTERNATIVES MOBILE NURSING, INC, a Kentucky corporation (the “Corporation”), hereby waives notice of the time, place and purpose of a special meeting of the shareholders of the Corporations and adopts the following resolution by written consent.

FURTHER RESOLVED, that all of the directors of the Corporations are hereby removed and that the Shareholder hereby appoints the individuals listed below to serve as directors of the Corporation until his successor is elected or until his earlier removal.

Stephen P. Brunet

Patrick G. Kelley

David W. Miles

The undersigned further directs that this consent shall take effect immediately as of the date first written above and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Shareholder.

COMMUNITY ALTERNATIVES KENTUCKY, INC.
By:	/s/ David S. Waskey
	David S. Waskey
	Secretary

EX-3.51

Exhibit 3.51

CERTIFICATE OF INCORPORATION

OF

RES-CARE NEW MEXICO, INC.

The undersigned, acting as Incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is RES-CARE NEW MEXICO, INC. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purposes for which the Corporation is organized are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000); all of such shares shall be without par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 1300 Embassy Square, Louisville, Kentucky 40299, is the sole incorporator of the Corporation.

ARTICLE VI

Directors

A.Number of Directors.  The affairs of the Corporation shall be managed and conducted by a Board of Directors, and unless otherwise provided in the By-laws, the election of directors need not be by written ballot.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-laws of the Corporation. A majority of the number of directors shall constitute a quorum for the transaction of business, except that any vacancy on the Board of Directors, whether created by an increase in the number of directors or otherwise, may be filled by a majority of directors then in office, although less than a quorum, or by a sole remaining director.

B.Power and Authority of the Board of Directors.  The Board of Directors shall have such powers as are conferred on the Board of Directors by the laws of the State of Delaware. In furtherance of such powers, the Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the Corporation, without the consent or vote of the stockholders.

ARTICLE VII

Initial Directors

The name and mailing address of each person who is to serve as a member of the Board of Directors of the Corporation is as follows, each such person to serve until the first annual meeting of the stockholders and until his successor in office is elected and qualified:

Ronald G. Geary	James R. Fornear
1300 Embassy Square	1300 Embassy Square
Louisville, KY 40299	Louisville, KY 40299
E. Halsey Sandford
1300 Embassy Square
Louisville, KY 40299

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ARTICLE VIII

Elimination of Certain Liability of Directors

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of a director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which a director derived an improper personal benefit.

ARTICLE IX

Indemnification of Directors and Officers

A.Right to indemnification.  To the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) because he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him in connection with such Proceeding.

B.Advancement of Expenses.  Expenses incurred by such a person in his capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts unless it is ultimately determined that that person is entitled to be indemnified by the Corporation as authorized by the General Corporation Law of the State of Delaware. Expenses incurred by a person in any capacity other than as an officer or director of

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the Corporation may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors deems appropriate.

C.Contract Right:  Nonexclusivity of Rights.

1.Contract Right.  The indemnification provided for by this Article IX shall be a contract right and shall continue as to persons who cease to be a director, officer. employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to this Certificate of Incorporation or repeal of any Article of this Certificate of Incorporation shall increase the liability of any director or officer of the Corporation for acts or omissions of such persons occurring prior to such amendment or repeal.

2.Nonexclusivity of Rights.  The right to indemnification conferred by the Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in an official capacity and in any other capacity.

D.Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of this Article IX or the General Corporation Law of the State of Delaware.

E.Right of Claimant to Bring Suit.  If a claim under paragraph A of this Article IX is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation), that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to

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indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not set the applicable standard of conduct.

ARTICLE X

Consent Actions of Stockholders

Any action required or permitted to be taken by the stockholders at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the actions so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE XI

Amendment of Certificate of Incorporation

A.Reservation of Rights.  The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

B.Amendment Procedure.  Any amendment may be adopted by the affirmative vote of the holders of record of shares of stock entitling them to exercise at least a majority of the total voting power of all shareholders authorized under these Articles to vote, except as may be otherwise prescribed by the General Corporation Law of the State of Delaware.

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* * * * * *

I, THE UNDERSIGNED, being the sole incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying under penalties of perjury that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of February, 1994.

/s/ David S. Waskey

David S. Waskey, Incorporator

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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:That by unanimous written consent of the Board of Directors of Res-Care New Mexico, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “I” so that, as amended, said Article shall be read as follows:

The name of the Corporation shall be Community Alternatives New Mexico, Inc.

SECOND:That thereafter, pursuant to resolution of its Board of Directors, a unanimous written consent of the sole stockholder of said corporation was executed in accordance with Section 228 of the General Corporation Law of the State of Delaware in favor of the amendment.

THIRD:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 30th day of January, 2007

By:	/s/ Mary D. Peters
	Authorized Officer
Title:	Assistant Secretary
Name:	Mary D. Peters
	Print or Type

EX-3.52

Exhibit 3.52

BYLAWS

OF

RES-CARE NEW MEXICO, INC.

ARTICLE I

Offices

1.1          Principal Office.  The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, as the business of the Corporation may require from time to time.

1.2Registered Office.  The registered office of the Corporation shall be, CT Corporation, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

Shareholders

2.1Annual Meetings.  The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3Place of Meetings.  The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4Notice of Annual or Special Meetings.  The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting

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to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder.  An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5Meetings by Consent of All Shareholders.  If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6Quorum.  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7Adjournments.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8Voting.  Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting

2

of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9Proxies.  At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy.  A proxy may be revoked in writing at anytime. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10Voting of Shares by Certain Holders.  Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11Attendance at Meeting as Waiver.  Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12Action by Consent of Shareholders.  Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

Directors

3.1General Powers.  The business affairs of the Corporation shall be managed by its Board of Directors.

3.2Number, Tenure and Qualifications.  The number of directors of the Corporation shall be not less than three (3) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3Removal and Resignations.  At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the

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Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4Annual, Regular, and Special Meetings.  An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors maybe called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5Notice.  Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8Participation, by Telephonic Means.  Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board

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or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9Increase or Decrease to Number of Directors; Vacancies.  The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10Compensation.  Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees maybe allowed like compensation for attending committee meetings.

3.11Action by Written Consent.  Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV

Committees

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

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ARTICLE V

Officers

5.1Classes.  The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3Removal and Resignations.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5President.  The President shall be the Chief Executive Officer of the Corporation.  Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation.  The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected.  The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6Vice-Presidents.  Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may

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sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7Secretary.  The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8Treasurer.  The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9Other Officers; Assistant Officers.  If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI

Contracts, Loans,

Checks and Deposits

6.1             Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2             Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm; corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the

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Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

ARTICLE VII

Certificates for

Shares and Their Transfer

7.1Certificates for Shares.  If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3Lost, Stolen or Destroyed Certificates.  A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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ARTICLE VIII

Emergency Bylaws

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE IX

Indemnification of Directors and Officers

9.1General.  The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2Insurance.  Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

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ARTICLE X

Miscellaneous

10.1Amendments.  The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2Fiscal Year.  The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3Seal.  The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4Waiver of Notice.  Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6Construction.  Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Board of Directors at a meeting held on February 2, 1994.

/s/ E. Halsey Sandford

E. Halsey Sandford

Secretary

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UNANIMOUS CONSENT OF THE SOLE SHAREHOLDER OF

THE CORPORATIONS LISTED ON EXHIBIT “A”

(the “Company” or collectively the “Companies”)

The undersigned corporation, being the sole shareholder of the Companies hereby waives notice of the time, place and purpose of a special meeting of the shareholders of the Companies and adopts the following preambles and resolution by written consent effective this 11th day of May, 2001.

WHEREAS, the shareholder has determined that it is in the best interest of the Company to increase the number of directors on the board of directors of each of the Company and to elect such directors.

NOW THEREFORE, BE IT:

RESOLVED, that the number of directors on the board of directors is hereby increased to five (5), which number may be increased or decreased by resolution of the board of directors in accordance with the bylaws of the Company; and

FURTHER RESOLVED, that the persons listed on Exhibit A are hereby elected as directors to serve until their resignation, removal or election of a successor.

RES-CARE, INC.
By:	/s/ Jeffrey M. Cross
	Jeffrey M. Cross
Its:		President of Division for Persons
		with Disabilities

Exhibit “A”

SUBSIDIARY DIRECTORS

Alternative Choices, Inc.		CNC/Access, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	David Rhodes		Martin Miller
Community Advantage, Inc.		Community Alternatives Illinois, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W Gilchrist
	David Rhodes		Barbara A. Winters
Community Alternatives Indiana, Inc.		Community Alternatives Kentucky, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross Ralph G		Jeffrey M. Cross
	Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W Gilchrist
	Barbara A. Winters		Patrick G. Kelley
Community Alternatives Missouri, Inc.		Community Alternatives Nebraska, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	Patrick G. Kelley		Patrick G. Kelley
Community Alternatives Texas Partner, Inc.		Community Alternatives Virginia, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld,		Ralph G. Gronefeld, Jr
	Katherine W. Gilchrist		Katherine W. Gilchrist
	Kaye Simms		Patrick G. Kelley
Res-Care Alabama, Inc.		Res-Care California, Inc. d/b/a RCCA Services
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross,
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	Allen Marchetti		David Rhodes
Res-Care Illinois, Inc.		Res-Care Kansas, Inc.
	Ronald G. Geary		Ronald G. Gamy
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	Barbara A. Winters		Patrick G. Kelley

Res-Care New Jersey, Inc.		Res-Care New Mexico, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	Cleveland Corbett		David Rhodes
Res-Care Ohio, Inc.		Res-Care Oklahoma, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld,		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	Barbara A. Winters		Patrick G. Kelley
Res-Care Other Options, Inc.		Res-Care Premier, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	Cleveland Corbett		Paul Chotkowski
Res-Care Washington, Inc.		RSCR California, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W. Gilchrist
	David Rhodes		David Rhodes
RSCR West Virginia, Inc.		Southern Home Care Services, Inc.
	Ronald G. Geary		Ronald G. Geary
	Jeffrey M. Cross		Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.		Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist		Katherine W Gilchrist
	Patrick G. Kelley		Martin Miller
Tangram Rehabilitation Network, Inc.
	Ronald G. Geary
	Jeffrey M. Cross
	Ralph G. Gronefeld, Jr.
	Katherine W. Gilchrist
	Paul Chotkowski

MINUTES OF THE JOINT BOARD MEETING

OF THE CORPORATIONS NAMED ON EXHIBIT A

HELD ON JULY 3, 2002

Present: Ronald G. Geary, Ralph G. Gronefeld, Katherine W. Gilchrist

Absent: David Rhodes

Guest: Mary D. Wiley

The meeting was called to order at 3:30 p.m.

I.Mr. Geary nominated the persons named on Exhibit A to serve as the officers of the corporations all as listed on Exhibit A.  Mr. Gronefeld seconded the nominations and all such persons were elected unanimously to serve for one year or until their successor is elected and qualified.

II.The following resolution was adopted unanimously:

RESOLVED, that the number of directors on the board of directors of the corporations listed on Exhibit B shall be no less than one (1) and no more than five (5) which number may be increased or decreased by resolution of the board of directors in accordance with the bylaws of the company.

There being no further business, the meeting was adjourned at 4:00 pm.

Respectfully submitted,

/s/ Mary D. Wiley

Mary D. Wiley

Assistant Secretary

EXHIBIT A

Alternative Choices, Inc.		Community Advantage, Inc.
	Ronald G. Geary — President		Ronald G. Geary — President
	Katherine W. Gilchrist — Treasurer		Katherine W. Gilchrist — Treasurer
	Ralph G. Gronefeld, Jr. — Secretary & Vice President		Ralph G. Gronefeld, Jr. — Secretary & Vice President
	Mike Cutchshaw — Vice President		Mike Cutchshaw — Vice President
	David Rhodes — Vice President		David Rhodes — Vice President
	Paul G. Dunn — Vice President		Paul G. Dunn — Vice President
	David S. Waskey — Assistant Secretary		David S. Waskey — Assistant Secretary
	Mary D. Wiley — Assistant Secretary		Mary D. Wiley — Assistant Secretary
	I. Bryan Shaul — Assistant Treasurer		I. Bryan Shaul — Assistant Treasurer
EduCare Community Living Corporation — Nevada		EduCare Community Living Corporation — New Mexico
	Ronald G. Geary — President		Ronald G. Geary — President
	Katherine W. Gilchrist — Treasurer		Katherine W. Gilchrist — Treasurer
	Ralph G. Gronefeld, Jr. — Secretary & Vice President		Ralph G. Gronefeld, Jr. — Secretary & Vice President
	Mike Cutchshaw — Vice President		Mike Cutchshaw — Vice President
	David Rhodes — Vice President		David Rhodes — Vice President
	Paul G. Dunn — Vice President		Paul G. Dunn — Vice President
	David S. Waskey — Assistant Secretary		David S. Waskey — Assistant Secretary
	Mary D. Wiley — Assistant Secretary		Mary D. Wiley — Assistant Secretary
	I. Bryan Shaul — Assistant Treasurer		I. Bryan Shaul — Assistant Treasurer
Normal Life of California, Inc.		Res-Care California, Inc. dba RCCA Services
	Ronald G. Geary — President		Ronald G. Geary — President
	Katherine W. Gilchrist — Treasurer		Katherine W. Gilchrist — Treasurer
	Ralph G. Gronefeld, Jr. — Secretary & Vice President		Ralph G. Gronefeld, Jr. — Secretary & Vice President
	Mike Cutchshaw — Vice President		Mike Cutchshaw — Vice President
	David Rhodes — Vice President		David Rhodes — Vice President
	Paul G. Dunn — Vice President		Paul G. Dunn — Vice President
	David S. Waskey — Assistant Secretary		David S. Waskey — Assistant Secretary
	Mary D. Wiley — Assistant Secretary		Mary D. Wiley — Assistant Secretary
	I. Bryan Shaul — Assistant Treasurer		I. Bryan Shaul — Assistant Treasurer
Res-Care New Mexico, Inc.		Res-Care Washington, Inc.
	Ronald G. Geary — President		Ronald G. Geary — President
	Katherine W. Gilchrist — Treasurer		Katherine W. Gilchrist — Treasurer
	Ralph G. Gronefeld, Jr. — Secretary & Vice President		Ralph G. Gronefeld, Jr. — Secretary & Vice President
	Mike Cutchshaw — Vice President		Mike Cutchshaw — Vice President
	David Rhodes — Vice President		David Rhodes — Vice President
	Paul G. Dunn — Vice President		Paul G. Dunn — Vice President
	David S. Waskey — Assistant Secretary		David S. Waskey — Assistant Secretary
	Mary D. Wiley — Assistant Secretary		Mary D. Wiley — Assistant Secretary
	I. Bryan Shaul — Assistant Treasurer		I. Bryan Shaul — Assistant Treasurer

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RSCR California, Inc.
	Ronald G. Geary — President
	Katherine W. Gilchrist — Treasurer
	Ralph G. Gronefeld, Jr. — Secretary & Vice President
	Mike Cutchshaw — Vice President
	David Rhodes — Vice President
	Paul G. Dunn — Vice President
	David S. Waskey — Assistant Secretary
	Mary D. Wiley — Assistant Secretary
	I. Bryan Shaul — Assistant Treasurer

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EXHIBIT B

Community Advantage, Inc.	Res-Care California, Inc. dba RCCA Services
Res-Care New Mexico, Inc.	Res-Care Washington, Inc.
RSCR California, Inc.

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EX-3.84

Exhibit 3.84

ARTICLES OF INCORPORATION

OF

FRANKLIN CAREER COLLEGE INCORPORATED

The undersigned, being over the age of eighteen years, in order to form a corporation pursuant to the provisions of the California Corporations Code, hereby certifies as follows:

I.NAME

The name of the corporation, hereinafter referred to as the “Corporation” is FRANKLIN CAREER COLLEGE INCORPORATED.

II.PURPOSE

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.INITIAL AGENT

The name and address of the initial agent for service of process is ALI BAYRAMI 2010 Calle De Los Alamos, San Clemente, CA 92672.

IV.SHARES

The corporation is authorized to issue only one class of shares, having a total number of 5,000,000 shares. All or any part of said shares may be issued by the corporation from time to time and for such consideration as may be determined upon or fixed by the Board of Directors, as provided by law.

V.DIRECTORS

The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

VI.NO PREFERENCES, PRIVILEGES, RESTRICTIONS

No distinction shall exist between the shares of the corporation or the holders thereof.

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EXECUTION

IN WITNESS WHEREOF, the undersigned, who is the incorporator has executed these Articles of Incorporation on August 15th, 2003.

/s/ Ali Bayrami

Ali Bayrami

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EX-3.85

Exhibit 3.85

AMENDED AND RESTATED BYLAWS

OF

FRANKLIN CAREER COLLEGE INCORPORATED

FEBRUARY 15, 2009

ARTICLE I — OFFICES

1.1Principal Office.  The principal office of the Corporation shall be located at 12440 Firestone Blvd, Ste 2000, Norwalk, California. The Corporation may have such other offices, either within or outside the State of California, or the United States of America as the business of the Corporation may require from time to time.

1.2Registered Office.  The registered office of the Corporation shall be, CT Corporation 818 West Seventh Street, Los Angeles, CA 90017. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II — SHAREHOLDERS

2.1Annual Meetings.  The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3Place of Meetings.  The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4Notice of Annual or Special Meetings.  The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the

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meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in Written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation. reasonably believes will result in the receipt of such -written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5Meetings by Consent of All Shareholders.  If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6Quorum.  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7Adjournments.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8Voting.  Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by

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such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9Proxies.  At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary ‘ of the Corporation receives the written notice of revocation.

2.10Voting of Shares by Certain Holders.  Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11Attendance at Meeting as Waiver.  Attendance by a shareholder at a meeting of shareholders waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12Action by Consent of Shareholders.  Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III — DIRECTORS

3.1General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2Number, Tenure and Qualifications.  The number of directors of the Corporation shall be not less than one (1) and nor more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3Removal and Resignations.  At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.4Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5Notice.  Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or. on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8Participation by Telephonic Means.  Members of the Board of Directors, or of any committee designated by. the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time,

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and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9Increase or Decrease to Number of Directors; Vacancies.  The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10Compensation.  Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11Action by Written Consent.  Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV — COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V — OFFICERS

5.1Classes.  The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

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5.2Election and Term of Office.  The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3Removal and Resignations.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5President.  The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. if the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6Vice-Presidents.  Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7Secretary.  The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general,

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perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8Treasurer.  The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9Other Officers; Assistant Officers.  If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1Contracts.  The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2Loans and Evidences of Indebtedness.  No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII— CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1Certificates for Shares.  If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3Lost, Stolen or Destroyed Certificates.  A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII — EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I — INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1General.  The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise.

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Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2Insurance.  Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1Amendments.  The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2Fiscal Year.  The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3Seal.  The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.10.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.4Waiver of Notice.  Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly

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legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6Construction.  Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Board of Directors on February 15, 2009.

/s/ David S. Waskey

David S. Waskey

Secretary

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EX-3.98

Exhibit 3.98

Department of Commerce, Community, and Economic Development
Corporations, Business and Professional Licensing
CORPORATIONS SECTION
PO Box 110808
Juneau AK 99811-0808

ARTICLES OF AMENDMENT

Domestic Business, Professional Corporation or Non Profit Corporation

Pursuant to the provisions of Alaska Statutes, the undersigned corporation adopts the following Amended Articles of Incorporation:

1.	Name the Corporation (as it is currently stated on the Certificate of Incorporation):			Alaska Entity #:
	Job Ready, Inc.			57010D
2.	Amended Name of Corporation (if changing the name of the corporation):
3.	Business/Professional Corporations Only
	If shares were issued:		If the class of shares are entitled to vote as a class:
	Date Amendment Adopted By the Board of Directors and Shareholders:	07/09/10	Number of Shares in Class:
	Number of Outstanding Shares:	1600	Class Series:
	Number of Shares Entitled to Vote:	1600	Number of Votes For Amendment:
	Number of Shares Voting For Amendment:	1600	Number of Votes Against Amendment:		0
	Number of Shares Voting Against Amendment:	0
	If no shares were issued:
	Date the amendment to the articles of Incorporation was adopted by resolution of the Board of Directors:
4.	Non-Profit Corporation Only
	Date Amendment Adopted:

Check one of the boxes below:
If adopted by the members of the corporation:
o	There are members entitled to vote on the amendment; a quorum was present at the meeting and the amendment received at least two-thirds of the votes which members present at the meetings or represented by proxy were entitled to cast.
x	The amendment was adopted by consent in writing signed by all members entitled to vote with respect to the amendment.
If adopted by the Board of Directors:
o	There are no members and the amendment received the vote of a majority of the directors in office.
o	There are no members entitled to vote and the amendment received the vote of a majority of the

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	directors in office.
A corporation may not amend its articles of incorporation to change the names and addresses of the first directors, incorporators or the initial registered agent of the entity.
Each amended article must be written in its entirety.
5.	Amendments to the Articles of Incorporation are as follows:
	Article VII: Initial Directors
	The initial number of directors of the corporation shall be two (2). The names and addresses of the initial Directors, who shall serve until the first meeting of shareholders or until their successors are elected and qualified are as follows:
		Sandra J. Heffern	3850 Knick Avenue, Anchorage, Alaska 99517
		Gene Heffern	3850 Knick Avenue, Anchorage, Alaska 99517
	The shareholder(s) may from time to time fix the number of directors of the corporation.
Attach an additional 8 1/2” x 11” page for continuation of previous article and/or additional articles.
Please indicate which article you are continuing.
The Amended Articles of Incorporation must be signed by the president or vice president and by its secretary or an assistant secretary of the entity.

Signature of President or Vice President	Printed Name of President or Vice President	Date
/s/ Patrick Kelley	Patrick Kelley	7-9-10
Signature of Secretary or an Assistant Secretary	Printed Name of Secretary or Assistant Secretary	Date
/s/ Davis S. Waskey	David S. Waskey	7/12/10

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Department of Commerce, Community, and Economic Development
Corporations, Business and Professional Licensing
CORPORATIONS SECTION
PO Box 110808
Juneau AK 99811-0808

ARTICLES OF AMENDMENT

Domestic Business, Professional Corporation or Non Profit Corporation

Pursuant to the provisions of Alaska Statutes, the undersigned corporation adopts the following Amended Articles of Incorporation:

1.	Name the Corporation (as it is currently stated on the Certificate of Incorporation):			Alaska Entity #:
	Job Ready, Inc.			57010D
2.	Amended Name of Corporation (if changing the name of the corporation):
3.	Business/Professional Corporations Only
	If shares were issued:		If the class of shares are entitled to vote as a class:
	Date Amendment Adopted By the Board of Directors and Shareholders:	07/09/10	Number of Shares in Class:
	Number of Outstanding Shares:	1600	Class Series:
	Number of Shares Entitled to Vote:	1600	Number of Votes For Amendment:
	Number of Shares Voting For Amendment:	1600	Number of Votes Against Amendment:		0
	Number of Shares Voting Against Amendment:	0
	If no shares were issued:
	Date the amendment to the articles of Incorporation was adopted by resolution of the Board of Directors:
4.	Non-Profit Corporation Only
	Date Amendment Adopted:

Check one of the boxes below:
If adopted by the members of the corporation:
o	There are members entitled to vote on the amendment; a quorum was present at the meeting and the amendment received at least two-thirds of the votes which members present at the meetings or represented by proxy were entitled to cast.
x	The amendment was adopted by consent in writing signed by all members entitled to vote with respect to the amendment.
If adopted by the Board of Directors:
o	There are no members and the amendment received the vote of a majority of the directors in office.
o	There are no members entitled to vote and the amendment received the vote of a majority of the

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	directors in office.
A corporation may not amend its articles of incorporation to change the names and addresses of the first directors, incorporators or the initial registered agent of the entity.
Each amended article must be written in its entirety.
5.	Amendments to the Articles of Incorporation are as follows:
	Article VII: Initial Directors
	The initial number of directors of the corporation shall be two (2). The names and addresses of the initial Directors, who shall serve until the first meeting of shareholders or until their successors are elected and qualified are as follows:
		Sandra J. Heffern	3850 Knick Avenue, Anchorage, Alaska 99517
		Gene Heffern	3850 Knick Avenue, Anchorage, Alaska 99517
	The shareholder(s) may from time to time fix the number of directors of the corporation.
The Amended Articles of Incorporation must be signed by the president or vice president and by its secretary or an assistant secretary of the entity.

Signature of President or Vice President	Printed Name of President or Vice President	Date
	Patrick Kelley
Signature of Secretary or an Assistant Secretary	Printed Name of Secretary or Assistant Secretary	Date
	David S. Waskey

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Department of Commerce, Community, and Economic Development
Corporations, Business and Professional Licensing
CORPORATIONS SECTION
PO Box 110808
Juneau AK 99811-0808

ARTICLES OF AMENDMENT

Domestic Business, Professional Corporation or Non Profit Corporation

Pursuant to the provisions of Alaska Statutes, the undersigned corporation adopts the following Amended Articles of Incorporation:

1.	Name the Corporation (as it is currently stated on the Certificate of Incorporation):			Alaska Entity #:
	Job Ready, Inc.			57010D
2.	Amended Name of Corporation (if changing the name of the corporation):
3.	Business/Professional Corporations Only
	If shares were issued:		If the class of shares are entitled to vote as a class:
	Date Amendment Adopted By the Board of Directors and Shareholders:	07/09/10	Number of Shares in Class:
	Number of Outstanding Shares:	1600	Class Series:
	Number of Shares Entitled to Vote:	1600	Number of Votes For Amendment:
	Number of Shares Voting For Amendment:	1600	Number of Votes Against Amendment:		0
	Number of Shares Voting Against Amendment:	0
	If no shares were issued:
	Date the amendment to the articles of Incorporation was adopted by resolution of the Board of Directors:
4.	Non-Profit Corporation Only
	Date Amendment Adopted:

Check one of the boxes below:
If adopted by the members of the corporation:
o	There are members entitled to vote on the amendment; a quorum was present at the meeting and the amendment received at least two-thirds of the votes which members present at the meetings or represented by proxy were entitled to cast.
x	The amendment was adopted by consent in writing signed by all members entitled to vote with respect to the amendment.
If adopted by the Board of Directors:
o	There are no members and the amendment received the vote of a majority of the directors in office.
o	There are no members entitled to vote and the amendment received the vote of a majority of the

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	directors in office.
A corporation may not amend its articles of incorporation to change the names and addresses of the first directors, incorporators or the initial registered agent of the entity.
Each amended article must be written in its entirety.
5.	Amendments to the Articles of Incorporation are as follows:
	Article VII: Initial Directors
	The initial number of directors of the corporation shall be two (2). The names and addresses of the initial Directors, who shall serve until the first meeting of shareholders or until their successors are elected and qualified are as follows:
		Sandra J. Heffern	3850 Knick Avenue, Anchorage, Alaska 99517
		Gene Heffern	3850 Knick Avenue, Anchorage, Alaska 99517
	The shareholder(s) may from time to time fix the number of directors of the corporation.
The Amended Articles of Incorporation must be signed by the president or vice president and by its secretary or an assistant secretary of the entity.

Signature of President or Vice President	Printed Name of President or Vice President	Date
/s/ Patrick Kelley	Patrick Kelley	7-9-10
Signature of Secretary or an Assistant Secretary	Printed Name of Secretary or Assistant Secretary	Date
/s/ David S. Waskey	David S. Waskey	7/12/10

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ARTICLES OF INCORPORATION
OF

JOB READY, INC.

I, the undersigned natural person over the age of eighteen (18) years, acting as incorporator of a corporation under the Alaska Corporations Code, AS 10.06, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE I:  Name of Corporation

The name of the corporation is:

Job Ready, Inc.

ARTICLE II: Purposes and Powers

The purpose for which the Corporation is organized is to provide employment services for individuals who experience disabilities, and in general, any lawful purpose authorized under the Alaska Corporations Code.

The Corporation shall have and may exercise all of the general powers of a natural person, including those provided in AS 10.06.010, as amended, and may transact any or all lawful business for which corporations may be incorporated under the Alaska Corporations Code.

ARTICLE III: Registered Agent and Office

The name of the Corporation’s registered agent is Sandra J. Heffern and the address of the registered office is 620 East Tenth Avenue, Suite 7, Anchorage, Alaska 99501.

ARTICLE IV: Capital

The corporation shall have the authority to issue 100,000 shares of no par value stock. These shares shall be common voting shares, each share having one vote.

ARTICLE V: Power to Redeem Shares

Pursuant to AS 10.06.325, the Corporation has the power on majority vote of the shareholders, to redeem, in whole or in part, any class of outstanding shares.

ARTICLE VI: Quorum of Shareholders

A quorum for the conducting of any Shareholder business shall be two-thirds (2/3) of all outstanding shares that are entitled to vote.

ARTICLE VII: Initial Directors

The initial number of directors of the corporation shall be two (2). The names and addresses of the initial Directors, who shall serve until the first annual meeting of shareholders or until their successors are elected and qualified are as follows:

Sandra J. Heffern	3850 Knik Avenue, Anchorage, Alaska 99517
Gene Heffern	3850 Knik Avenue, Anchorage, Alaska 99517

ARTICLE VIII: Alien Affiliates

The Corporation is not affiliated with any nonresident alien or a corporation whose place of incorporation is outside the United States, (as defined in AS 10.06.990(2) and (3)).

IN WITNESS WHEREOF, I have signed these Articles this 2nd   day of November, 1995.

/s/ Sandra J. Heffern

Sandra J. Heffern, Incorporator

STATE OF ALASKA	)
	) ss
THIRD JUDICIAL DISTRICT	)

THIS IS TO CERTIFY that before me, the undersigned Notary Public in and for the State of Alaska, duly sworn and commissioned as such, personally appeared Sandra J. Heffern being by me first duly sworn, and declared that she is the person who signed the foregoing ARTICLES OF INCORPORATION as an incorporator, and acknowledged that the statements therein contained are true.

WITNESS MY HAND AND NOTARIAL SEAL at Anchorage, Alaska, the day and year first above written.

/s/ Authorized Party
Notary Public in and for Alaska
My Commission Expires:	11/02/96

EX-3.99

Exhibit 3.99

BYLAWS

OF

JOB READY, INC.

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TABLE OF CONTENTS

ARTICLE I	OFFICES
ARTICLE II	SHAREHOLDERS’ MEETINGS
Section 1.	Annual Meeting	10.06.405(b)
Section 2.	Special Meetings	10.06.405(c)
Section 3.	Place of Meeting	10.06.405(a)
Section 4.	Notice of Meeting	10.06.410
Section 5.	Closing of Transfer Books or Fixing of Record Date	10.06.408(a) & (b)
Section 6.	Voting Lists	10.06.413
Section 7.	Quorum	10.06.415(a) & (b)
Section 8.	Proxies	10.06.418
Section 9.	Voting of Shares	10.06.420(a)
Section 10.	Voting of Shares by Certain Holders	10.06.420(e-h)
Section 11.	Informal Action by Shareholders	10.06.423
ARTICLE III	BOARD OF DIRECTORS
Section 1.	General Powers	10.06.450(a)
Section 2.	Number, Tenure and Qualifications	10.06.453
Section 3.	Regular Meetings	10.06.470
Section 4.	Special Meetings	10.06.470
Section 5.	Quorum	10.06.473
Section 6.	Manner of Acting	10.06.473
Section 7.	Attendance at Meetings	10.06.475(a)
Section 8.	Vacancies	10.06.465(a)
Section 9.	Compensation	10.06.450(a)
Section 10.	Presumption of Assent	10.06.450(e)
Section 11.	Removal of Directors	10.06.460
Section 12.	Resignation	10.06.465(d)
Section 13.	Voting by Interested Directors	10.06.478
Section 14.	Action by Directors Without a Meeting	10.06.475(b)
ARTICLE IV	OFFICERS
Section 1.	Number	10.06.483(a) & (b)
Section 2.	Election and Term of Office	10.06.483(b)
Section 3.	Removal	10.06.483(b)
Section 4.	Vacancies	10.06.483(b)
Section 5.	President	10.06.483(c)
Section 6.	The Vice Presidents	10.06.483(c)
Section 7.	The Secretary	10.06.483(c)
Section 8.	The Treasurer	10.06.483(c)

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Section 9.	Assistant Secretaries and Assistant Treasurers	10.06.483(c)
Section 10.	Salaries
ARTICLE V	SALE OF STOCK	10.06.424
ARTICLE VI	LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND AGENTS OF THE CORPORATION
Section 1.	Limitation of Liability	10.06.450(b), (c) & 480
Section 2.	Right of Indemnification	10.06.490
Section 3.	Rights Cumulative	10.06.450(b),(c) & 490
ARTICLE VII	CONTRACTS, LOANS, CHECKS, DEPOSITS AND COMPENSATION
Section 1.	Contracts	10.06.483(c)
Section 2.	Loans
Section 3.	Checks, Drafts, etc.
Section 4.	Deposits
Section 5.	Compensation
ARTICLE VIII	CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1.	Certificates for Shares
Section 2.	Transfer of Shares
ARTICLE IX	TAXABLE YEAR AND ACCOUNTING PERIOD
ARTICLE X	DIVIDENDS
ARTICLE XI	CORPORATE SEAL
ARTICLE XII	WAIVER OF NOTICE
ARTICLE XIII	AMENDMENTS
ARTICLE XIV	EXECUTIVE COMMITTEE	10.06.468
Section 1.	Appointment
Section 2.	Authority
Section 3.	Tenure and Qualifications
Section 4.	Meetings
Section 5.	Quorum
Section 6.	Action Without a Meeting
Section 7.	Vacancies
Section 8.	Resignations and Removal

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Section 9.	Procedure
ARTICLE XV	CONDUCT OF MEETINGS

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ARTICLE I
OFFICES

The principal office of the Corporation shall be located in Anchorage, State of Alaska. The Corporation may have such other offices, either within or without the State of Alaska, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

The registered office of the Corporation required by the Alaska Business Corporation Act to be maintained in the State of Alaska may be, but need not be, identical with the principal office in the State of Alaska, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II
SHAREHOLDERS’ MEETINGS

Section 1.  Annual Meeting. The annual meeting of the Shareholders shall be held in the month of July, of each year, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated for the annual meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as it conveniently may be held.

(a)Meetings of the Shareholders shall be presided over by the President or by any officer or Director or person selected at any time by the President to act as Chairman, or if she is not present or available or makes no selection, then by the Chairman of the Board of Directors. If neither the President nor the Chairman of the Board of Directors is present and no selection has been made, a Chairman should be chosen by a majority in interest of the Shareholders present in person or by proxy at the meeting and entitled to vote thereat.

(b)The Secretary of the meeting shall be the Secretary of the Corporation or an Assistant Secretary, or if none of such officers is present, any person appointed by the Chairman of the meeting.

Section 2.  Special Meetings. Special meetings of the Shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting.

Section 3.  Place of Meeting. The Board of Directors may designate any place, either within or without the State of Alaska, as the place of meeting called by the Board of Directors. A waiver of notice signed by all Shareholders entitled to vote at a meeting may designate any place, either within or without the State of Alaska, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Alaska.

Section 4.  Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is

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called, shall be delivered not less than twenty (20) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, the notice is considered delivered when deposited with postage prepaid in the United States mail addressed to the shareholder at the address of the shareholder as it appears on the stock transfer book of the corporation, or, if the shareholder has filed with the secretary of the corporation a written request that notice be mailed to a different address, addressed to the shareholder at the new address.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of a dividend, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the stock transfer books shall be closed for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such books shall be closed for at least twenty (20) days immediately preceding such meeting.

Instead of closing the stock transfer books, the Board of Directors may fix a date as the record date for any such determination of Shareholders. This record date shall be not more than sixty (60) days, and in case of a meeting of Shareholders not less than twenty (20) days, prior to the date on which the particular action requiring such determination of Shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders, or Shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted is, as the case may be, the record date for the determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

Section 6. Voting Lists. At least twenty (20) days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the Shareholders entitled to vote at each meeting of Shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be kept on file at the registered office of the corporation and is subject to inspection by a shareholder or the agent or attorney of a shareholder at any time during the usual business hours for a period of twenty (20) days before the meeting. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting.

Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders, but in no event may a quorum consist of less than 1/3 of the shares entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of shares represented at the meeting and entitled to vote on the subject matter is the act of the shareholders unless the vote of

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a greater number or voting by class is required by the articles of incorporation, bylaws or the Alaska Corporations Code.

The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken other than adjournment as approved by at least a majority of shares required to constitute a quorum.

If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8. Proxies. At all meetings of Shareholders, a Shareholder may vote in person or by proxy executed in writing by the Shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A proxy continues in full force and effect until revoked by the person executing it, however, no proxy shall be valid after eleven (11) months from the date of its execution, unless such proxy qualifies as an irrevocable proxy as defined within AS 10.06.4189(e).

Section 9. Voting of Shares. An outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation.

Section 10. Voting of Shares by Certain Holders.

(a)Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provisions, as the board of directors of such corporation may determine.

(b)Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

(c)Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his name if authority to transfer the shares is contained in an appropriate order of the court by which such receiver was appointed.

(d)A Shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(e)Neither treasury shares, nor shares of its own stock held by the Corporation in a fiduciary capacity, nor shares held by another corporation if a majority of the shares entitled to

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vote for the election of directors of the other corporation is held by the Corporation, may be voted at a meeting or counted in determining the total number of outstanding shares.

Section 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the Shareholders, or any other action which may be taken at a meeting of the Shareholders, may be taken without a meeting by written consent, identical in content setting out the action taken, signed by all of the Shareholders entitled to vote on the action.

ARTICLE III
BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of Directors of the Corporation shall be not less than one (1) nor more than nine (9); unless the Corporation, now or at any time in the future, has three (3) or more Shareholders in which case the Corporation shall have not fewer than three (3) directors; or unless the Corporation has only two (2) shareholders, in which case the Corporation shall have at least two (2) directors. Each Director shall hold office until the next annual meeting of Shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Alaska or Shareholders of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of the Shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Alaska, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings.

(a)Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, a Vice President, the Secretary, or a Director or such person authorized to call the meeting may fix the time and place for holding the meeting, either inside or outside the State of Alaska.

(b)Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered personally or mailed to each Director at his business address, or at least seventy-two (72) hours before the meeting by electronic means, personal messenger, or comparable person-to-person communication. If mailed by certified mail, such notice shall be deemed to be delivered when deposited in the United States mail properly addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

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Section 5. Quorum. A majority of the presently qualified Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice; provided, further, that where there are only two Directors, both shall be necessary to constitute a quorum.

Section 6. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7. Attendance at Meetings. The Board of Directors may conduct a meeting of the Board by communicating simultaneously with each other by means of conference telephones or similar communications equipment and any action taken at such meeting shall not be invalidated by reason of the fact that the respective members of the Board were not assembled together in one place at the time of taking such action or conducting such business.

Section 8. Vacancies. Except for a vacancy created by the removal of a Director pursuant to AS 10.06.460 or 10.06.463, vacancies occurring on the Board by reason of the removal of a Director in accordance with the above referenced statutes, the vacancies may be filled only by a vote of the shareholders. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the Shareholders. In no case may a vacancy continue longer than six (6) months or until the next annual meeting, whichever occurs first.

Section 9.  Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 10. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 11. Removal of Directors. Any Director may be removed with or without cause, at any time, by a vote of the Shareholders holding a majority of the shares then issued and outstanding, at any special meeting called for that purpose, or at the annual meeting. Except as otherwise prescribed by statute, a Director may be removed for cause by a vote of the majority of the entire board. Prior to vote by the Board on the question of removal of any Director for cause, such Director must be given written notice of the reasons for such action.

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Section 12. Resignation. A Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 13. Voting by Interested Directors. No Director may vote upon any matter in which he has an adverse or personal interest, unless such interest has been fully disclosed to the Board of Directors and the Board of Directors, by majority of vote without the interested Director voting, permits such interested Director to vote.

Section 14. Action by Directors Without a Meeting. Action required or permitted to be taken by the Board or a committee designated by the Board may be taken without a meeting on written consents, identical in consent, setting out the action taken and signed by all the members of the Board or the committee. The written consents shall be filed with the minutes. The consents have same effective as unanimous vote.

ARTICLE IV
OFFICERS

Section 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary, unless there is one shareholder.

Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the Shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. She shall, when present, preside at all meetings of the Shareholders and of the Board of Directors. She may sign, with the Secretary or

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any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice Presidents. In the absence of the President or in the event of her death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7. The secretary. The Secretary shall:

(a)keep the minutes of the proceedings of the Shareholders and of the Board of Directors in one or more books provided for that purpose;

(b)see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(c)be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;

(d)keep a register of the post office address of each Shareholder which shall be furnished to the Secretary by such Shareholder;

(e)sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

(f)have general charge of the stock transfer books of the Corporation; and

(g)in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall:

(a)have charge and custody of and be responsible for all funds and securities of the Corporation;

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(b)receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected; and

(c)in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 9. Assistant Secretaries and Assistant Treasurers.

The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President of the Board of Directors.

Section 10. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE V
SALE OF STOCK

No Stockholder of this Corporation shall sell his stock either in whole or in part except in accordance with the terms, conditions and options as follows:

(a)In the event any Stockholder, his heirs, personal representative, or assigns shall desire to sell his stock in the Corporation, or any part thereof, he shall give written notice of such desire to the Corporation through its duly authorized President, stating the number of shares he desires to sell and the minimum price at which he proposes, or is willing to sell said stock. The Corporation, if it desires to exercise its option to purchase said shares, within thirty (30) days after receipt of notice of the offer or proposal of sale shall notify, the selling Stockholder in writing of its desire to exercise said option, stating that it desires to purchase either all or a stated portion of such stock which it is entitled to purchase under option hereof; and within fifteen (15) days thereafter it shall tender unto the selling Stockholder the purchase price thereof, or make such arrangements for deferred or time payment as the selling Stockholder shall require.

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(b)In the event the Corporation, entitled to purchase such stock, shall elect not to exercise its option, shall elect to exercise its option in part only, or shall fail to make election in the thirty (30) days above provided, then any Stockholder, his heirs, personal representative, or assigns who shall desire to sell his stock shall give to each of the other Stockholders of such Corporation, written notice of his desire to sell his stock, stating the number of shares he desires to sell and the minimum price at which he proposes or is willing to sell said stock. The other Stockholders, if they desire to exercise their options to purchase said shares, shall notify the selling Stockholder in writing within thirty (30) days after receipt of notice of the offer or proposal of sale, that they desire to exercise said options, stating that they desire to purchase either all or stated portions of such stock as they are entitled to purchase under these options. At the end of thirty (30) days from the time the last Stockholder is entitled to receive notice of such offer, the Stockholder desiring to sell said stock shall notify in writing those Stockholders who elected to exercise such option; and those who did duly exercise such option shall have the right to purchase such portion or amount of stock offered for sale as their respective stock ownership in the Corporation bears to the total outstanding capital stock of the Corporation held by all Shareholders who did duly exercise such option. Each Stockholder who exercises the above-described option shall tender unto the selling Stockholder, within fifteen (15) days thereafter, the purchase price of his proportionate number of shares or make such arrangements for deferred or time payments as the selling Stockholder shall require.

If any Stockholder exercising such option fails to tender his purchase price within the required time, he shall be deemed to have waived his option and those Stockholders who properly tender their purchase price shall have a reasonable amount of time to purchase said defaulting Shareholder’s portion on a pro rata basis.

(c)The option and rights above granted may be exercised as to all or any part of the stock proposed or offered to be sold by the selling Stockholder and shall not be construed as requiring the buying Stockholder to buy all of the offered stock.

(d)All such stock of the selling Stockholder as shall not be purchased by the Corporation or other Stockholders in accordance with the options above provided, may thereafter be sold to any other person, firm or Corporation provided the same is sold within six (6) months after the date of termination of said options, and provided further it shall not be sold at a price less than has been quoted to the Corporation or remaining Stockholders or

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on terms less onerous than those at which said stock was offered to the Stockholders. Any of the offered stock not bought by the Corporation, or by remaining Stockholders under the options provided, and not sold by the selling Stockholder to any other person, firm or Corporation on the conditions and within the time above provided, may not thereafter be sold except by a re-offer to the Corporation or remaining Stockholders for their acceptance or rejection in accordance with the options above granted them.

ARTICLE VI
LIMITATION OF LIABILITY AND
INDEMNIFICATION OF DIRECTORS, OFFICERS
AND AGENTS OF THE CORPORATION

Section 1. Limitation of Liability. No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him in good faith, as a Director, member of a Committee or Officer of the Corporation, if such person exercised or used the same degree of care and skill, including reasonable inquiry, as a prudent man would have exercised or used under the circumstances in the conduct of his own affairs. Without limitation on the foregoing, any such person shall be deemed to have exercised or used such degree of care and skill if he took or omitted to take such action in reliance in good faith upon advice of counsel for the Corporation, or the books of account or other records of the Corporation, or reports or information made or furnished to the Corporation by any officials, accountants, engineers, agents or employees of the Corporation, or by an independent Certified Public Accountant or auditor, engineer, appraiser, or other expert employed by the Corporation and selected with reasonable care by the Board of Directors, by any such committee or by an authorized officer of the Corporation.

Section 2. Right of Indemnification. Each Director, member of a Committee, Officer, Agent and Employee of the Corporation, and each former director, member of a committee, officer, agent and employee of the Corporation, and any person who may have served at its request as a director, officer, agent or employee of another Corporation in which it is a creditor, and his heirs, and personal representative shall be indemnified by the Corporation against all loss or damage suffered and all costs and expenses imposed upon or incurred by him in connection with or arising out of any action, suit or proceedings, (whether civil or criminal in nature) in which he may be involved, to which he may be a party by reason of being or having been (or his personal representative or estate having been) such director, member of a committee, officer, agent or employee, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of his duty; provided, however, that the Corporation shall be given reasonable notice of the institution of such action, suit or proceedings; and in the event the same shall be settled in whole or in part, the Corporation or its counsel shall consent to such settlement if it be determined by its counsel or found by a majority of the Board of Directors then in office and not involved in such controversy, that such settlement is to the best interest of the Corporation and that the person to be indemnified was not guilty of negligence or misconduct in performance of duty.

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Indemnification (unless ordered by the court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the director, officer, employee or committee member has met the applicable standard of conduct. This determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding, or (b) if such a quorum is not obtainable or even if obtainable a quorum of disinterested directors so directs by independent legal counsel in written opinion, or (c) by the stockholders.

Section 3. Rights Cumulative. The provisions of this Article VI shall not be deemed exclusive or in limitation of, but shall be cumulative of and in addition to any other limitations of liability, indemnities, and rights to which such Director, member of a Committee, Officer, Agent or other person may be entitled under Alaska Statute, these Bylaws or pursuant to any agreement or resolution of the Board of Directors or of the Shareholders, or otherwise.

ARTICLE VII
CONTRACTS, LOANS, CHECKS,
DEPOSITS AND COMPENSATION

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Compensation. Any payments made to an officer, director or other employee of the Corporation such as a salary, commission, bonus, interest, rent, or reimbursement of entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be repaid by such employee to the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce repayment of each such amount disallowed. In lieu of payment by the employee, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation until the amount owed to the Corporation has been recovered.

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ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or one of its employees. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled; except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

All shares issued by the Corporation shall contain a legend on the certificates stating:

“The shares represented by this certificate have not been registered under any federal or state securities law. They have been acquired for investment and may not be transferred without an effective registration statement pursuant to such laws or an opinion of counsel satisfactory to the corporation that registration is not required.”

Section 2. Transfer of Shares. Transfer of any shares of the Corporation shall be done in compliance with all federal, state and local securities laws, and any transfer of in violation thereof, is void. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE IX
TAXABLE YEAR AND ACCOUNTING PERIOD

The taxable year and accounting period of the Corporation shall begin on January 1st and end on December 31st, unless changed by resolution of the Board of Directors.

ARTICLE X
DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property, or its own shares, except when the Corporation is insolvent, or when the dividend would render the Corporation insolvent, or when the dividend is contrary to restrictions contained in the Articles of Incorporation.

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ARTICLE XI
CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “Corporate Seal.”

ARTICLE XII
WAIVER OF NOTICE

Whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Alaska Corporation Code, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII
AMENDMENTS

Except as may be provided in the Articles, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

ARTICLE XIV
EXECUTIVE COMMITTEE

Section 1. Appointment. The Board of Directors, by resolution adopted by a majority of the full board, may designate two (2) or more of its members to constitute an Executive Committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 2. Authority. Except as limited by the Articles or AS 10.06.468, the Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee.

Section 3. Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his designation and until his successor is designated as a member of the Executive Committee and is elected and qualified.

Section 4. Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than five (5) day’s notice, stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed by certified mail, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the Executive Committee

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at his business address, postage prepaid. Any member of the Executive Committee may waive notice of any meeting, and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action that may be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed by all of the members of the Executive Committee before such action be taken further. The Executive Committee can validly conduct a meeting by communicating simultaneously with each other by means of conference telephones or similar communications equipment.

Section 7. Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors.

Section 8. Resignations and Removal. Any member of the Executive Committee may be removed at any time, with or without cause, by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the Corporation and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The Executive Committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

ARTICLE XV
CONDUCT OF MEETINGS

All meetings conducted under these Bylaws shall be governed in accordance with Roberts Rules of Order.

I, the undersigned, hereby certify that the foregoing Bylaws for governing the operation and management of Job Ready, Inc. were duly adopted by the Directors at the meeting held in Anchorage, Alaska, on the 3rd day of January, 1996.

/s/ Gene Heffern

Secretary

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APPROVED:

/s/ Sandra J. Heffern

President

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EX-3.129

Exhibit 3.129

CERTIFICATE OF INCORPORATION

OF

RES-CARE ARKANSAS, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is Res-Care Arkansas, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 28 day of May, 2009.

/s/ David S. Waskey

David S. Waskey, Incorporator

EX-3.130

Exhibit 3.130

BYLAWS

OF

RES-CARE ARKANSAS, INC.

June 1, 2009

ARTICLE I - OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

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2.2           Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3           Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such

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written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such

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adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8           YAM. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and no more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.4           Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5           Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

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director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6           Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the ‘directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7           Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors; may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

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directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11         Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of

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the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1           Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by

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giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

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5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in. accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (I) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be

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conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of  the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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ARTICLE VIII — EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I - INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the

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Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and main sin insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

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10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on June       , 2009.

/s/ David S. Waskey
	David S. Waskey
	Sole Incorporator

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EX-3.135

Exhibit 3.135

CERTIFICATE OF INCORPORATION

OF
RES-CARE EUROPE, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is Res-Care Europe, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V
Sole Incorporator

David S. Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 31 day of August, 2007.

/s/ David S. Waskey

David S. Waskey, Incorporator

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EX-3.136

Exhibit 3.136

BYLAWS
OF
RES-CARE EUROPE, INC.
SEPTEMBER 5, 2007

ARTICLE I - OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, CI Corporation, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

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2.2           Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3           Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such

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written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at anytime and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 23 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such

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adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting

2.8           Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall  be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and nor more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.4           Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5           Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

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director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of; any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6           Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7           Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

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directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11         Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of

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the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1           Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights Any officer of the Corporation may resign at any time by

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giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective

5.4           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

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5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officer s and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be

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conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI- CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof; or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be

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made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII - EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I - INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of; the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the per son seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of

14

Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer; employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof

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in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on September 5, 2007.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

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EX-3.141

Exhibit 3.141

CERTIFICATE OF INCORPORATION

OF

RES-CARE IDAHO, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is Res-Care Idaho, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 23 day of June, 2008

/s/ David S. Waskey

David S. Waskey, Incorporator

1

EX-3.142

Exhibit 3.142

BYLAWS

OF

RES-CARE IDAHO, INC.

JUNE 23, 2008

ARTICLE I - OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2           Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3           Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on therecords of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such

written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such

adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8           Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and no more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4           Annual, Regular, and Special Meetings.  An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5           Notice.  Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephonenumber, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6           Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7           Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11         Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of

the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1           Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by

giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation.  Subject to the direction of the Board of Directors, the President shall have general supervision over theadministration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice Presidents.  Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be

conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI — CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness.  No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

ARTICLE VII — CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares.  If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen, or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII — EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I — INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise.  Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the

Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereofin writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on June 23, 2008.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

EX-3.147

Exhibit 3.147

CERTIFICATE OF INCORPORATION

OF

RES-CARE IOWA, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is Res-Care Iowa, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 23 day of June, 2008.

/s/ David S. Waskey

David S. Waskey, Incorporator

EX-3.148

Exhibit 3.148

BYLAWS

OF

RES-CARE IOWA, INC.

JUNE 23, 2008

ARTICLE I — OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II — SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2           Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of’ the Corporation.

2.3           Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is

called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof’ is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8           Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before anymeeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held

by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III — DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and nor more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board ofDirectors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4           Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of’ the meeting.

3.5           Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other faun of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If’ mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If’ notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting, Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.6           Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn by the Articles of Incorporation.

3.7           Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of anycommittee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of’ conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11         Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV — COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any Meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and mayauthorize the seal of the Corporation to be affixed to all papers which may require it Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V — OFFICERS

5.1           Classes.  The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person.  The President shall be a director of’ the Corporation.

5.2           Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafteras is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation.  Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.6           Vice Presidents.  Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may

sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof’ in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if’ any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances, Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, All bonds, debentures, notes and other obligations or evidences of indebtedness of theCorporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether

then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an. Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares the person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.2           Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name shares stand on the books of the Corporation shall be deemed the owner for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII - EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE IX - INDEMNIFICATION OF DIRECT ORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise.  Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf’ of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such., whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X — MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on June 23, 2008.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

EX-3.151

Exhibit 3.151

CERTIFICATE OF INCORPORATION

OF

RES-CARE MICHIGAN, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is Res-Care Michigan, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 10140 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 26 day of July, 2007.

/s/ David S. Waskey

David S. Waskey, Incorporator

EX-3.152

Exhibit 3.152

BYLAWS
OF
RES-CARE MICHIGAN, INC.

JULY 31, 2007

ARTICLE I — OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, CT Corporation, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II — SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2           Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3           Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid.  If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private cattier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper

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transmission of such written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder, An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any

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such adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8           Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III — DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and nor more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.4           Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5           Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf’ of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of “wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

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director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of; any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6           Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7           Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

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directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors maybe paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11         Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the

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Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V — OFFICERS

5.1           Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contact rights. Any officer of the Corporation may resign at any time by giving written. notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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5.4           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contacts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance

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with the provisions of these Bylaws or as required bylaw; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President The Treasurer shall keep permanent records of’ the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

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ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money; issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof; require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may

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be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII - EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I - INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorney & fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorney & fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer; partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the per son seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers

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of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X — MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

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10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on  7/31, 2007.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

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EX-3.161

Exhibit 3.161

CERTIFICATE OF INCORPORATION

OF
RESCARE PENNSYLVANIA HEALTH MANAGEMENT SERVICES, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is ResCare Pennsylvania Health Management Services, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 7th day of December, 2009.

/s/ David S. Waskey

David S. Waskey, Incorporator

EX-3.162

Exhibit 3.162

BYLAWS

OF

RESCARE PENNSYLVANIA HEALTH MANAGEMENT SERVICES, INC.

December 8, 2009

ARTICLE I - OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

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2.2           Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3           Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such

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written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such

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adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8           Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at anytime. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and no more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation. shall not be necessary to make it effective.

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3.4           Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5           Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

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director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6           Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7           Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

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directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11         Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of

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the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1           Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by

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giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

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5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be

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conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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ARTICLE VIII - EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the

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Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

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10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on December 8, 2009.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

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EX-3.163

Exhibit 3.163

CERTIFICATE OF INCORPORATION

OF

RESCARE PENNSYLVANIA HOME HEALTH ASSOCIATES, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is ResCare Pennsylvania Home Health Associates, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and 1 have accordingly set my hand this 7th day of December, 2009.

/s/ David S. Waskey

David S. Waskey, Incorporator

EX-3.164

Exhibit 3.164

BYLAWS

OF

RESCARE PENNSYLVANIA HOME HEALTH ASSOCIATES, INC.

December 8, 2009

ARTICLE I - OFFICES

1.1           Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2           Registered Office. The registered office of the Corporation shall be, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

2.1           Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

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2.2           Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3           Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4           Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such

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written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5           Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6           Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7           Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such

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adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8           Voting. Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall be decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9           Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at any time. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation.

2.10         Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11         Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12         Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1           General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2           Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and no more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3           Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.4           Annual, Regular, and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of, the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5           Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

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director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6           Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7           Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8           Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9           Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

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directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10         Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings

3.11         Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of

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the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1           Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2           Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3           Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any officer of the Corporation may resign at any time by

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giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5           President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6           Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

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5.7           Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8           Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9           Other Officers; Assistant Officers. If the Board of Directors elects or appoints (i) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as may be

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conferred upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1           Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2           Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3           Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1           Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2           Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3           Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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ARTICLE VIII - EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1           General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the

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Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2           Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1         Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2         Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3         Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4         Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

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10.5         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6         Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on December 8, 2009.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

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EX-3.171

Exhibit 3.171

CERTIFICATE OF INCORPORATION

OF

RES-CARE WISCONSIN, INC.

The undersigned, acting as incorporator of a corporation organized under and pursuant to the provisions of the General Corporation Law of the State of Delaware, states as follows:

ARTICLE I

Name

The name of the Corporation is Res-Care Wisconsin, Inc. (hereinafter called the “Corporation”).

ARTICLE II

Registered Office; Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purposes and Powers

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is Three Thousand (3,000) with a no par value.

ARTICLE V

Sole Incorporator

David S. Waskey, whose address is 9901 Linn Station Road, Louisville, Kentucky 40223, is the sole incorporator of the Corporation.

I, The Undersigned, being the sole incorporator hereinabove named, for the purpose of forming a corporation under the General Corporation Law of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly set my hand this 23 day of June, 2008.

/s/ David S. Waskey

David S. Waskey, Incorporator

EX-3.172

Exhibit 3.172

BYLAWS

OF

RES-CARE WISCONSIN, INC.

June 23, 2008

ARTICLE I - OFFICES

1.1Principal Office. The principal office of the Corporation shall be located in Louisville, Kentucky. The Corporation may have such other offices, either within or outside the Commonwealth of Kentucky, or the United States of America as the business of the Corporation may require from time to time.

1.2Registered Office. The registered office of the Corporation shall be, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

2.1Annual Meetings. The annual meeting of the shareholders shall be held at such time, place and on such date as the Board of Directors shall designate and as stated in the notice of the meeting, said date to be no later than six months following the end of the Corporation’s fiscal year. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders to be held as soon thereafter as may be practicable. Failure to hold the annual meeting at or within the designated time, or to elect directors at or within such time, shall not work any forfeiture or a dissolution of the Corporation, and shall not otherwise affect valid corporate acts.

2.2Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the President, and shall be called by the President at the written request of a majority of the members of the Board of Directors, or by the holders of not less than 33% of all the outstanding shares of the Corporation.

2.3Place of Meetings. The Board of Directors may designate any place within or outside the Commonwealth of Kentucky as the place for the annual meeting or any special meeting of shareholders called by the Board of Directors. If no designation is properly made, or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the Corporation in the Commonwealth of Kentucky.

2.4Notice of Annual or Special Meetings. The Corporation shall give notice to shareholders of record of the date, time and place of each annual or special shareholders meeting to be held, and, in case of a special meeting, the purpose or purposes for which the meeting is called, no less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given in written form, delivered personally or by telegraph, facsimile, any other form of wire or wireless written communication or by mail or private carrier, by or at the direction of the President or the Secretary. If notice is given by mail, such notice shall be deemed to be delivered when deposited in the United States mail correctly addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. If notice is given by private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the shareholder, correctly addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation.. If notice is given by telegraph, facsimile or any other form of wire or wireless written communication, notice shall be deemed to be delivered upon proper transmission of such

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written communication to the shareholder’s address as it appears on the records of the Corporation or through a wireless communication telephone number for a shareholder’s business or residence address known to the Corporation that the Corporation reasonably believes will result in the receipt of such written communication (or all material information as to its contents) by the shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders, executed by the Secretary, any Assistant Secretary or any transfer agent of the Corporation, (b) of delivery of notice, executed by any private carrier or any independent company engaged in the transmission and delivery of telegraphs, and (c) of proper transmission of notice by teletype or any other form of wire or wireless written communication, executed by any officer of the Corporation, shall be prima facie evidence of the giving of such notice.

2.5Meetings by Consent of All Shareholders. If all the shareholders shall meet at any time and place and consent in writing to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

2.6Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum of the shareholders for all purposes unless a greater or lesser quorum shall be provided by law or the Corporation’s Articles of Incorporation and in such case the representation of the number so required shall constitute a quorum. Once a share is represented for any purpose at the meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these Bylaws.

2.7Adjournments. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such

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adjourned meeting if the time and place thereof is announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

2.8Voting.   Unless otherwise required by the Delaware Corporation Law, the Corporation’s Articles of Incorporation or these Bylaws, (a) any question brought before any meeting of shareholders shall decided by the vote of the holders of a majority of the shares represented and entitled to vote on the matter and (b) each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share entitled to vote on the matter held by such shareholder. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

2.9Proxies. At all meetings of shareholders, a shareholder may vote by a proxy signed by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise expressly provided in the proxy. A proxy may be revoked in writing at anytime. The effective time of such revocation shall be the time the Secretary of the Corporation receives the written notice of revocation

2.10Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that corporation’s president or by proxy appointed by him or by such other person as the board of directors of such other corporation may determine.

2.11Attendance at Meeting as Waiver. Attendance by a shareholder at a meeting of shareholders waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting

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business at the meeting; and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.12Action by Consent of Shareholders. Any action required to be taken, or which may be taken, at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - DIRECTORS

3.1General Powers. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2Number, Tenure and Qualifications. The number of directors of the Corporation shall be not less than one (1) and nor more than five (5) but may be increased by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3Removal and Resignations. At a meeting of shareholders called expressly for the purpose of removing one or more directors, any director or the entire Board of Directors may be removed, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.  Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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3.4Annual, Regular, and Special Meetings. Ah annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may designate the time and place, either within or outside the Commonwealth of Kentucky for the holding of regular meetings without other notice than such resolution. Special meetings of the Board of Directors may be called by, or at the request of; the President or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.5Notice. Notice of any special meeting shall be given at least 48 hours prior thereto, either in person or by telephone, or in written form delivered personally or by telegraph, teletype, any other form of wire or wireless written communication or by mail or private carrier, to each director at such business address (and business wire or wireless communication telephone number, if any) as he shall register with the Secretary of the Corporation. If mailed, such notice shall be deemed to be delivered at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director.  If notice is given by a private carrier, such notice shall be deemed to be delivered upon delivery of such notice to a private carrier, in any envelope required by such private carrier for delivery without charge to the director, correctly addressed to the director at his business address. If notice is given by telegraph, teletype or any other form of wire or wireless written communication, notice shall be deemed to be delivered when receipt of such written communication is confirmed (whether by telephone or otherwise) by any person present at the

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director’s business address to which such written communication has been transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.6Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from  time to time without further notice.

3.7Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.8Participation by Telephonic Means. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of ‘which all persons participating lathe meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.9Increase or Decrease to Number of Directors; Vacancies. The Board of Directors may increase or decrease by 30% or less the number of directors last elected by the shareholders of the Corporation. Created directorships resulting from any increase in the authorized number of

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directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority of the remaining directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3.10Compensation. Directors may be paid their expenses, if any, and a fixed sum for attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.11Action by Written Consent. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV - COMMITTEES

The Board of Directors may, by resolution passed by a majority of the full Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of

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the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it Each committee shall keep regular minutes and report to the Board of Directors when required.

ARTICLE V - OFFICERS

5.1Classes. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Further, the Board of Directors may elect or appoint such other officers and assistant officers as it from time to time deems necessary. Any two or more offices may be held by the same person. The President shall be a director of the Corporation.

5.2Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its first meeting held after the Annual Meeting of Shareholders. If the election of officers is not held at any such meeting, such election shall be held as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor is duly elected or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3Removal and Resignations. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights Any officer of the Corporation may resign at any time by

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giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

5.5President. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, the President shall have general supervision over the administration and operations of the Corporation. The President shall preside at all meetings of the shareholders and of the Board of Directors and he/she shall see that all orders and resolutions of the Board of Directors are effected. The President may sign certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these Bylaws to some other: officer or agent of the Corporation or is required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him by the Board of Directors. If the Board of Directors designates the President to be Chief Executive Officer, the President as such shall also have general supervision over the entire business of the Corporation.

5.6Vice-Presidents. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Board of Directors and shall, in the absence of the President, have all the powers of and be subject to the restrictions upon the President and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

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5.7Secretary. The Secretary shall (a) keep the minutes of the shareholders’ meetings and of the Board of Directors’ meetings and (unless otherwise directed) all committees thereof in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal, if any, of ‘the Corporation; (d) keep a register of the mailing address of each shareholder; (e) sign with the President or Vice-President any certificates for shares of stock of the Corporation; (f) have general charge of the stock transfer books of the Corporation (which may, however, be kept by any transfer agent or agents of the Corporation); and, (g) in general, perform all duties incident to the office of Secretary, and have such other duties and powers as other may be designated from time to time by the President.

5.8Treasurer. The Treasurer shall supervise and conduct the routine financial business of the Corporation and shall have care and custody of its funds, securities and property subject to the supervision of the President. The Treasurer shall keep permanent records of the funds and property of the Corporation and shall have authority to receive all monies and to pay out and disburse such monies under the direction and control of the Board of Directors. The Treasurer shall deposit to the credit of the Corporation all monies not required for the convenience of the Corporation’s business, in such banks, trust companies or other depositories as the Board of Directors may from time to time direct. The Treasurer shall in general perform all the duties incident to the office of Treasurer, and have such other duties and powers as may be designated from time to time by the President.

5.9Other Officers; Assistant Officers. If the Board of Directors elects or appoints (1) other officers or (ii) assistants to any other officers, such officers and assistant officers shall exercise such powers and perform such duties as pertain to their respective offices, or as maybe conferred

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upon, or assigned to, them by the President and, in the case of assistant officers, the respective officer to whom they are assistants.

ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1Contracts. The Board of’ Directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

6.2Loans and Evidences of Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including contract rights, assets, business or goodwill of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

6.3Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors. Such designations may be general or confined to specific instances.

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ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.1Certificates for Shares. If requested, every shareholder shall be entitled to have a certificate certifying the number and type of shares of the Corporation owned by him, signed by, or in the name of the Corporation by, either manually or by facsimile, the President or a Vice-President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Such certificates shall be in such form as may be determined by the Board of Directors and by the laws of the State of Delaware.

7.2Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

7.3Lost, Stolen or Destroyed Certificates. A new certificate or certificates may be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the per son claiming the certificate of shares to be lost, stolen or destroyed. When issuing a new certificate or certificates, the Corporation, acting through its officers or agents, including any transfer agent or registrar, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be

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made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VIII - EMERGENCY BYLAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware Corporation Law, any emergency bylaws permitted by the Delaware Corporation Law which shall be operative only during such emergency.

ARTICLE I - INDEMNIFICATION OF DIRECT ORS AND OFFICERS

9.1General. The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the Delaware Corporation Law, as it presently exists or may hereafter be amended, indemnify each director and officer of the Corporation against expenses (including attorney& fees), judgments, taxes, fines, and amounts paid in settlement, incurred by him in connection with, and shall advance expenses (including attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he is, or is threatened to be made, a party by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director., officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or shareholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized. Such right of indemnification shall not be deemed exclusive of any other rights to which directors or officers of the Corporation may be entitled under any statute, provision in the Corporation’s Articles of

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Incorporation, agreement or action of the Board of Directors or shareholders of the Corporation, or otherwise, and shall continue as to a person who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9.2Insurance. Without in any way limiting the Corporation’s power to purchase and maintain insurance for any other purpose or on behalf of any other person, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power or be obligated to indemnify him against such liability under the provisions of Section 10.1 of these Bylaws or the Delaware Corporation Law.

ARTICLE X - MISCELLANEOUS

10.1Amendments. The Board of Directors shall have the power and authority to alter, amend or repeal these Bylaws, and to make new Bylaws, by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change or repeal such Bylaws.

10.2Fiscal Year. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation.

10.3Seal. The Board of Directors may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, and other appropriate wording.

10.4Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the Delaware Corporation Law, a waiver thereof

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in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

10.5Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

10.6Construction. Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.

The above By-Laws of the Corporation were adopted by the Corporation’s Sole Incorporator on June 23, 2008.

/s/ David S. Waskey

David S. Waskey

Sole Incorporator

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EX-3.173

Exhibit 3.173

ARTICLES OF ORGANIZATION

OF

REST ASSURED, LLC

ARTICLE I

Name

The name of the limited liability company (the “Company”) is Rest Assured, LLC.

ARTICLE II

Registered Office; Registered Agent

The street address of the initial registered office of the Company is 1511 Kentucky Home Life Building, 239 South Fifth Street, Louisville, Kentucky 40202 and the name of the initial registered agent at such office is CT Corporation System.

ARTICLE III

Principal Office

The mailing address of the initial principal office of the Company is 2000 Greenbush Street, P.O. Box 6449, Lafayette, Indiana 47903.

ARTICLE IV

Management

The Company is to be managed by its member(s).

IN WITNESS WHEREOF, these Articles of Organization have been duly executed by the undersigned on the 28th day of March, 2006 for the purpose of forming a limited liability company under the Kentucky Limited Liability Company Act.

RES-CARE TRAINING TECHNOLOGIES, INC.
By:	/s/ David S. Waskey
	David S. Waskey, Assistant Secretary

This instrument was prepared by:

/s/ Mary D. Peters

Mary D. Peters

Associate General Counsel

Res-Care, Inc.

10140 Linn Station Road

Louisville, KY 40223

(502)394-2384

EX-3.174

Exhibit 3.174

AMENDMENT TO THE

OPERATING AGREEMENT

OF

REST ASSURED, LLC

THIS AMENDMENT TO THE OPERATING AGREEMENT (“Amendment”) is made this 27th day of November, 2007 to the Operating Agreement by and among (i) REST ASSURED, LLC, a Kentucky limited liability company (the “Company”); (ii) RES-CARE TRAINING TECHNOLOGIES, INC., a Delaware corporation (“RCTT”) and (iii) WC TECHNOLOGIES, LLC, an Indiana limited liability company (“WCT”) (collectively referred to as “Members”).

WHEREAS, the parties have entered into an Operating Agreement dated April 3, 2006 (the “Operating Agreement”); and

WHEREAS, Section 5.12 of the Operating Agreement requires the presence of all six (6) directors to constitute a quorum; and

WHEREAS, the Members desire to revise the definition of a quorum.

NOW, THEREFORE, BE IT

RESOLVED, that section 5.12 of the Operating Agreement is hereby revised to read as follows:

Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser number, the presence of two (2) RCTT Designees and two (2) WCT Designees shall constitute a quorum for the transaction of business at any meeting of the Board. In the event five (5) directors are present only (2) RCTT Designees and two (2) WCT Designees shall be allowed to vote. If less than four (4) of the required directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. At a previously adjourned or rescheduled meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally noticed. If, during a meeting of the Board, the number of directors present or represented shall decrease to less than a quorum, no further actions shall be taken by the Board at that meeting and the meeting shall be adjourned. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the directors unless the Articles of Organization require the vote of a greater number of directors. A director who is present at a meeting of the directors or a committee of the directors when action is taken shall be deemed to have assented to the actions taken unless: he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting; his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after

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adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

IN WITNESS WHEREOF, the parties have duly executed this Amendment effective as of the date first written above.

REST ASSURED, LLC		RES-CARE TRAINING TECHNOLOGIES, INC.
By:	/s/ Michael J. Reibel	By:	/s/ Ralph G. Gronefeld, Jr.
	Michael J. Reibel, Vice President		Ralph G. Gronefeld, Jr. President
WC TECHNOLOGIES, LLC
By:	/s/ Jeffrey Darling
Its:	President

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OPERATING AGREEMENT

OF

REST ASSURED, LLC

A KENTUCKY MEMBER MANAGED

LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT is dated as of April 3, 2006 by and among (i) REST ASSURED, LLC, a Kentucky limited liability company (the “Company”), (ii) RES-CARE TRAINING TECHNOLOGIES, INC., a Delaware corporation (“RCTT”), and (iii) WC TECHNOLOGIES, LLC, an Indiana limited liability company (“WCT”). RCTT and WCT are sometimes hereinafter referred to individually as a “Member” and collectively, the “Members.”

ARTICLE I

Definitions

For purposes of this Operating Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

“Act” shall mean the Kentucky Limited Liability Company Act, KRS Chapter 275, as in effect on the date hereof, and thereafter by any successor statute, as amended from time to time.

“Additional Capital Contribution” shall have the meaning set forth in Section 11.2.

“Adjusted Capital Account Deficit” shall have the meaning set forth in Section 12.2.

“Administrative Services Agreements” shall mean the ResCare Services Agreement and the Wabash Services Agreement.

“Affiliate” shall mean any person, corporation, partnership, trust or other entity, controlling, controlled by or under common control with, a Member, or any shareholder, owner, director, manager or officer of a Member.

“Articles of Organization” shall mean the Articles of Organization of the Company as amended from time to time.

“Bank Security Interest” shall have the meaning set forth in Section 7.4.

“Banks” shall have the meaning given to such term in the Credit Facility.

“Board” shall mean the Company’s board of directors.

“Book Income” and “Book Loss” means, for each Fiscal Year of the Company (or other period for which Book Income or Book Loss must be computed) the Company’s income or loss for financial statement purposes, determined in accordance with GAAP.

“Business Day” shall mean any day other than (i) Saturday, (ii) Sunday, or (iii) any other day on which commercial banks are authorized or required to close in Louisville, Kentucky.

“Capital Account” shall mean the account maintained for a Member in accordance with Article XI.

“Capital Contribution” shall mean any contribution of cash or Property to the capital of the Company by or on behalf of a Member.

“Chairman” shall have the meaning set forth in Section 5.13.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding federal revenue laws.

“Company” shall mean the limited liability company formed under the Act under the original name of “Rest Assured, LLC” and any successor limited liability company.

“Company Confidential Information” shall have the meaning set forth in Section 9.7.

“Company EBITDA” shall mean the earnings before interest, taxes, depreciation and amortization of the Company and its wholly-owned subsidiaries, if any, determined on a consolidated basis in accordance with GAAP.

“Company Liability” shall mean an enforceable debt or obligation for which the Company is liable or that is secured by any Company Property.

“Company Minimum Gain” shall have the meaning set forth in sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

“Company Minimum Gain Chargeback” shall have the meaning set forth in Section 12.2(c).

“Company Nonrecourse Liability” shall mean a Company Liability to the extent that no Member bears the economic risk of loss (as defined in section 1.752-2 of the Regulations) with respect to the liability.

“Company Property” shall mean any Property owned by the Company.

“Confidential Information” shall have the meaning set forth in Section 9.7.

“Credit Facility” shall have the meaning set forth in Section 7.4.

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“Defaulted Contribution” shall have the meaning set forth in Section 11.2.

“Defaulting Member “ shall have the meaning set forth in Section 11.2.

“Distribution” shall mean a transfer of cash or Property or both to a Member on account of ownership of a Membership Interest as described in Section 12.3 or Section 16.3.

“Effective Date” shall have the meaning set forth in Section 2.4.

“Encumbrance” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against the Company, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code, as amended from time to time, or any similar statute, or any subordination arrangement in favor of another Person.

“Financial Reports” shall have the meaning set forth in Section 4.2(a).

“Fiscal Year” shall mean the Fiscal Year of the Company as determined by the Board.

“Flash Reports” shall have the meaning set forth in Section 4.2(c).

“GAAP” means the generally accepted accounting principles adopted by RCTT and ResCare, consistently applied.

“Governmental Entity” includes any federal, state, local, municipal, foreign or other governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any other court or other tribunal) exercising any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

“Indenture Trustee” shall mean Wells Fargo Bank, National Association, and any successor trustee under the Senior Note Indenture.

“Initial Capital Contribution” shall mean the Capital Contributions made by the Initial Members as described in Section 11.1 hereof.

“Initial Members” shall mean RCTT and WCT.

“Intellectual Property” means all (i) patents, patent applications, patent disclosures and inventions; (ii) trademarks (including, without limitation, the trademark “Rest Assured™”), service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof together with all of the goodwill associated therewith; (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof; (iv) mask works and registrations and applications for registration thereof; (v) computer software, including source and object code (excluding off-the-

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shelf software that has not been customized or altered); (vi) electronic and non-electronic data, data bases and documentation thereof; (vii) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information); (viii) other intellectual property rights; and (ix) copies and tangible embodiments thereof (in whatever form or medium).

“Involuntary Option Interest” shall have the meaning set forth in Section 13.3.

“Involuntary Transfer”  shall have the meaning set forth in Section 13.3.

“Involuntary Transferee” shall have the meaning set forth in Section 13.3.

“Liability” shall have the meaning set forth in Section 18.1.

“Loan” shall have the meaning set forth in Section 7.4.

“Material Adverse Effect” means, with respect to any Person (other than a natural person), any change or effect that would or would reasonably be expected to materially and adversely affect the financial condition or performance, results of operations, the assets, liabilities, the business, or the Person, taken as a whole, as the case may be.

“Member” shall mean each Person who executes a counterpart of this Operating Agreement as a Member or who has the rights of a Member under this Operating Agreement.

“Member Confidential Information” shall have the meaning set forth in Section 9.7.

“Member Indemnified Party” shall have the meaning set forth in Section 18.1.

“Member Minimum Gain Chargeback” shall have the meaning set forth in Section 12.2(d).

“Member Nonrecourse Deductions” shall have the meaning set forth in section 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

“Member Nonrecourse Liability” shall have the meaning set forth in section 1.704-2(b)(4) of the Regulations.

“Member Nonrecourse Liability Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Liability, equal to the Company Minimum Gain that would result if such Member Nonrecourse Liability were treated as a Nonrecourse Liability, determined in accordance with section 1.704-2(i)(3) of the Regulations.

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“Members Interest” means each Member’s rights in the Company at any particular time, including, without limitation, the Member’s right to a share of the Profits and Losses of the Company, the right to receive Distributions from the Company, the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Operating Agreement or the Act, and the right to any and all other benefits to which such Member may be entitled as provided in this Operating Agreement and in the Act, together with the obligations of such Member to comply with all the terms and provisions of the Articles of Organization, this Operating Agreement and of the Act.

“Note” shall have the meaning set forth in Section 7.4.

“Notice” shall have the meaning set forth in Section 13.2(a).

“Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

“Operating Reports” shall have the meaning set forth in Section 4.2(b).

“Other Members” shall have the meaning set forth in Section 13.2(b).

“Person” shall mean an individual, a general partnership, a limited liability partnership, a limited partnership, a limited liability company, a trust, an estate, an association, a corporation or any other legal entity.

“Principal Office” shall mean the principal office of the Company designated pursuant to Section 2.6.

“Privacy Rule” shall mean the Privacy Rule (45 C.F.R. Parts 160 and 164), implemented pursuant to the Health Insurance Portability Accountability Act of 1996, as such rule is amended from time to time.

“Property” shall mean any property, real or personal, tangible or intangible, including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

“Protected Health Information” shall have the meaning as provided in the Privacy-Rule.

“Purchase Price” shall have the meaning set forth in Section 13.2(b)).

“RCTT Designee” shall have the meaning set forth in Section 5 2.

“Recourse Liability” shall mean a Company Liability to the extent any Member bears the economic risk of loss for that liability under section 1.752-2 of the Regulations.

“Regulations” shall mean, except where the context indicates otherwise, the final, temporary, proposed or proposed and temporary regulations of the Department of the Treasury

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under the Code and the corresponding sections of any regulations subsequently issued that amend or supersede those regulations.

“ResCare” means Res-Care, Inc., a Kentucky corporation, the ultimate parent corporation of RCTT.

“ResCare Services Agreement” shall have the meaning set forth in Section 10.3 .

“Securities Laws” shall have the meaning set forth in Section 9.1(a).

“Security Agreement” shall have the meaning set forth in Section 7.4.

“Senior Note Indenture” shall mean that certain Indenture among ResCare, its subsidiaries and the Indenture Trustee dated October 3, 2005, as the same may be amended, restated, modified, renewed, refunded or refinanced in whole or in part from time to time.

“Senior Notes” shall mean the 7 3/4% Senior Notes due 2013 issued pursuant to the Senior Note Indenture.

“Subsidiaries” shall mean any entities owned by the Company from time to time.

“Supermajority Interest” shall mean one or more Membership Interests that taken together exceed seventy percent (70%) of the aggregate of all Membership Interests.

“Tax Profit” and “Tax Loss” means, for each Fiscal Year of the Company (or other period for which Tax Profit or Tax Loss must be computed) the Company’s taxable income or loss determined in accordance with section 703(a) of the Code, with the following adjustments:

(a)All items of income, gain, loss, deduction or credit required to be stated separately pursuant to section 703(a)(1) of the Code shall be included in computing taxable income or loss;

(b)Any tax-exempt income of the Company not otherwise taken into account in computing Tax Profit or Tax Loss shall be included in computing taxable income or loss;

(c)Any expenditures of the Company described in section 705(a)(2)(B) (or treated as such pursuant to section 1.704-1(b)(2)(iv)(i) of the Regulations) and not otherwise taken into account in computing Tax Profit or Tax Loss shall be subtracted from taxable income or loss;

(d)Gain or loss resulting from any taxable disposition of Company Property shall be computed by reference to the adjusted book value of the property disposed of; notwithstanding the fact that the adjusted book value differs from the adjusted basis of the such Company Property for federal income tax purposes;

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(e)In lieu of the depreciation, amortization, or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account the depreciation computed based upon the adjusted book value of the asset; and

(f)Notwithstanding any other provision in this definition, any items which are specially allocated pursuant to Section 12.2 hereof shall not be taken into account in computing Tax Profit or Tax Loss.

“Taxing Jurisdiction” shall mean any state, local or foreign government that collects tax, interest or penalties, however designated, on any Member’s share of the income or gain attributable to the Company.

“Transfer” shall mean any sale, assignment, gift, pledge, mortgage, bequest, disposal or passage under judicial order, legal process, execution, attachment, enforcement of an Encumbrance, bankruptcy or by operation of Law, and all other types of transfers, whether indirect or direct, voluntary or involuntary; provided, however, such term shall not include any transfer of Membership Interests in the form of a pledge or hypothecation of Membership Interests by a Member to any bank or other financial institution to secure any indebtedness of the Company or to secure a Member’s guaranty of any indebtedness of the Company.

“Valuation Date” as applicable to certain Membership Interests required to be purchased and sold hereunder shall mean the last day of the calendar month preceding the date notice is deemed given pursuant to Section 13.3 hereof.

“Wabash Center” means Wabash Center, Inc., an Indiana non-profit corporation, the sole member of WCT.

“Wabash Services Agreement” shall have the meaning set forth in Section 10.4.

“WCT Designee” shall have the meaning set forth in Section 5.2.

ARTICLE II

Formation of Company

2.1Formation. On March 29, 2006, RCTT organized the Company as a Kentucky limited liability company by executing and delivering Articles of Organization to the Kentucky Secretary of State in accordance with and pursuant to the Act.

2.2Agreement.  For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Initial Members and the Company hereby agree to the terms and conditions of this Operating Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Initial Members and the Company that this Operating Agreement shall be the sole source of agreement of the Initial Members, the Company and any Person subsequently acquiring an interest as a Member; and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of

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the Code or Regulations or is expressly prohibited or ineffective under the Act, this Operating Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act. To the extent any provision of this Operating Agreement is prohibited or ineffective under the Act or any other law or rule, this Operating Agreement shall be considered amended to the smallest degree possible in order to make the Operating Agreement effective under the Act.  If the Act or any other law or rule is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such amendment or interpretation.

2.3Name. The initial name of the Company is “Rest Assured, LLC.” All business of the Company shall be conducted under such name, under any other name chosen by a Supermajority Interest, and/or any assumed name or names selected by a Supermajority Interest, but in any case, only to the extent permitted by applicable law.

2.4Effective Date. This Operating Agreement is effective as of April 3, 2006 (the “Effective Date”).

2.5Registered Agent and Office. The registered agent for service of process and the registered office shall be that Person and location reflected in the Articles of Organization as filed in the office of the Secretary of State of the Commonwealth of Kentucky. The Board may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State of the Commonwealth of Kentucky.  If the registered agent ceases to act as such for any reason, the Board shall promptly designate a replacement registered agent. If the Board shall fail to designate a replacement registered agent within twenty (20) days after receipt of written notice by the Company of such cessation, any Member may designate a replacement registered agent.

2.6Principal Office. The Principal Office of the Company shall be located at 2000 Greenbush Street, Lafayette, Indiana 47903, or at such other place as the Board may from time to time determine.

ARTICLE III

Nature of Business

The purpose of the Company is:

(a)To engage in the business of providing, either directly or through any Subsidiaries, installation, training and monitoring services of the Rest AssuredÔ System to businesses that provide services to individuals with mental retardation and/or developmental disabilities, elderly individuals or individuals with other disabilities;

(b)To sell, lease and license software, including but not limited to software relating to the Rest AssuredÔ System;

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(c)Subject to the provisions of Section 8.1(f) hereof, to conduct any other lawful and proper business which may be conducted within the Commonwealth of Kentucky or any other state in which the Company shall so elect; and

(d)Subject to the provisions of Section 8.1(f) hereof, to take all other lawful actions in connection with any of the foregoing.

ARTICLE IV

Records and Reports

4.1Records to be Maintained. The Company shall maintain the following records at the Principal Office:

(a)A current list, and all past lists, setting forth the full name and last known mailing address of each Member;

(b)A copy of the Articles of Organization and all amendments thereto, together with executed copies of any power of attorney pursuant to which any amendments to the Articles of Organization have been executed;

(c)Copies of the Company’s federal, state and local income tax returns and reports and financial statements, if any, for the three most recent years or, if those returns and statements were not prepared, copies of the information and statements provided to, or that should have been provided to, the Members to enable them to prepare their federal, state and local income tax returns for those years;

(d)Copies of this Operating Agreement and all amendments thereto, and copies of any written operating agreement of the Company no longer in effect; and

(e)Any other records required by the Act.

4.2Reports to Members.

(a)The Company shall provide the following financial reports (the “Financial Reports”) to the Members on a monthly, quarterly and annual basis:

(i)statement of Book Income or Book Loss;

(ii)balance sheet;

(iii)cash flow statement; and

(iv)any additional financial reports as reasonably requested by a Member from time to time.

Each Member shall have the right to review, verify and/or audit the Financial Reports

(b)The Company shall provide to the Members operating reports (the “Operating Reports”) on a quarterly basis within a reasonable time after the close of each

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calendar quarter. The Operating Reports shall include operational information regarding the Company for the applicable period, including, but not limited to, information related to marketing, critical incidents, operating highlights, major operation statistics, employee count, persons served, regulation changes, and growth projection. Each Member shall have the right to review, verify and/or audit the Operating Reports.

(c)The Company shall provide to the Members flash reports in the form attached as Exhibit F, or as subsequently approved by the Board (the “Flash Reports”) on a weekly basis (unless the Members holding a Supermajority Interests agree to have the Flash Reports provided on a monthly basis). The Flash Reports will be prepared by the Company within a reasonable time after the close of each week (or month, if applicable). The Flash Reports shall include up to date information regarding the Company’s operations. Each Member shall have the right to review, verify and/or audit the Flash Reports.

(d)The Company shall provide all Members with those information returns required by any Taxing Jurisdiction.

ARTICLE V

Directors

5.1General Powers. Pursuant to this Operating Agreement, the Initial Members hereby delegate authority for the management of the business and affairs of the Company to the Board and state that the business and affairs of the Company shall be managed under the direction of its directors, subject to any limitation set forth in the Company’s Articles of Organization and this Operating Agreement, including but not limited b the restrictions in Article VIII hereof. The Members, by action of a Supermajority Interest, also reserve the power to act on behalf of the Company.

5.2Number, Election and Term. The Board shall be comprised of six (6) directors, three (3) of whom shall be designated in writing from time to time by RCTT (the “RCTT Designees”) and three (3) of whom shall be designated in writing from time to time by WCT (the “WCT Designees”). Each of the Members shall vote all Membership Interests owned of record by such Member and shall use its best efforts to cause to be voted all Membership Interests beneficially owned by such Member for the election of the RCTT Designees to the Board. Each of the Members shall vote all Membership Interests owned of record by such Member and shall use its best efforts to cause to be voted all Membership Interests beneficially owned by such Member for the election of the WCT Designees to the Board. Directors shall be elected at each annual meeting. The number of directors on the Board may be increased or decreased only by amending this Section 5.2. A decrease in the number of directors shall not shorten an incumbent director’s term. The term of a director elected to fill a vacancy shall expire at the next annual meeting of the Board at which directors are regularly elected. Despite the expiration of a director’s term, he or she shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors.

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5.3Resignation of Directors. A director may resign at any time by delivering written notice to the Board, its Chairman, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. Any such resignation shall not be required to be accepted by the Company to be effective.

5.4Removal of Directors by Members. A director shall be removed by the Members only at a meeting called for the purpose of removing him or her and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. The Members may remove one or more directors with or without cause; provided, however; only RCTT may cause the removal of any RCTT Designee and only WCT may cause the removal of any WCT Designee. The Members agree to vote all Membership Interests owned or controlled by them for (i) the removal of any or all of the RCTT Designees whenever (but only whenever) requested in writing to do so by RCTT, and (ii) the removal of any or all of the WCT Designees whenever (but only whenever) requested in writing to do so by WCT. The removal of the RCTT Designee shall be effective when there shall be presented to the Board the written direction that such director be removed, signed by an officer of RCTT with such authority to act on RCTT’s behalf. The removal of a WCT Designee shall be effective when there shall be presented to the Board the written direction that such director be removed, signed by an officer of WCT with such authority to act on WCT’s behalf.

5.5Vacancy in Directors. In the event of any vacancy in a RCTT Designee or a WCT Designee, the Members agree to vote all Membership Interests owned or controlled by them and to otherwise use their best efforts to fill such vacancies so that the board of directors will be comprised of directors as provided in Section 5.2.

5.6No Separate Compensation of Directors. The directors shall not receive any compensation or remuneration for their services hereunder. The foregoing shall not preclude any director from serving the Company in any other capacity and receiving compensation therefor.

5.7Meetings. The directors may hold regular or special meetings in or out of the Commonwealth of Kentucky. Unless otherwise determined by the directors, regular meetings of the directors shall be held quarterly, either immediately prior to or immediately after the quarterly meetings of the Members as provided in Section 7.5. The directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting.

5.8Special Meetings.  Special Meetings of the directors may be called by, or at the request of, (a) the Chairman, (b) any Member, or (c) the President of the Company. All special meetings of the directors shall be held at the principal office of the Company or such other place as may be specified in the notice of the meeting.

5.9Action Without Meeting. Any action required or permitted to be taken at a directors’ meeting may be taken without a meeting if the action is taken by all of the directors. The action shall be evidenced by one or more written consents describing the action taken,

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signed by each director; and included in the minutes or filed with the Company records reflecting the action taken. Action taken under this Section 5.9 shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

5.10Notice of Meeting. Unless the Company’s Articles of Organization provide otherwise, regular meetings of the directors may be held without notice of the date, time, place, or purpose of the meeting. Unless the Articles of Organization provide for a longer or shorter period, special meetings of the directors shall be preceded by at least two (2) days notice of the date, time, and place of the meeting. Unless otherwise provided by the Articles of Organization, the notice shall not be required to describe the purpose of the special meeting. The form of notice shall be as provided in Section 7.11 of this Operating Agreement.

5.11Waiver of Notice. A director may waive any notice required by the Company’s Articles of Organization or this Operating Agreement or the Act before or after the date and time stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or Company records. A director’s attendance at or participation in a meeting shall waive any required notice to him or her of the meeting unless the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

5.12Quorum and Voting. Unless the Company’s Articles of Organization require a greater or lesser number, the presence of all six (6) of the directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than six (6) of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. At a previously adjourned or rescheduled meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally noticed. If, during a meeting of the Board, the number of directors present or represented shall decrease to less than a quorum, no further actions shall be taken by the Board at that meeting and the meeting shall be adjourned. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the directors unless the Articles of Organization require the vote of a greater number of directors. A director who is present at a meeting of the directors or a committee of the directors when action is taken shall be deemed to have assented to the action taken unless he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting; his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

ARTICLE VI

Officers

6.1Required Officers. the Company shall have the officers described in this Operating Agreement or appointed by the directors in accordance with this Operating

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Agreement. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the directors. The same individual may simultaneously hold more than one office in the Company. Section 6.9 of this Operating Agreement delegates to the Secretary of the Company, if such office be created and filled, the required responsibility of preparing minutes of the directors’ and Members’ meetings and for authenticating records of the Company. If such office shall not be created and filled, then the directors shall delegate to one of the officers of the Company such responsibility.

6.2Duties of Officers. Each officer of the Company shall have the respective authority and shall perform the duties set forth in this Operating Agreement for such officer’s respective office or, to the extent consistent with this Operating Agreement and subject to the provisions of Article VIII hereof; the duties prescribed by the directors or by direction of an officer authorized by the directors to prescribe the duties of other officers.

6.3Initial Election of Officers. The initial officers of the Company shall be as follows:

Ralph G. Gronefeld, Jr.	Chairman
Jeffrey Darling	President
Michael Reibel	Vice President
Steve McAninch	Vice President
Barbara Winters	Vice President
Robert Bond	Vice President
Michael Daugherty	Vice President
David W. Miles	Treasurer
David S. Waskey	Secretary
D. Ross Davison	Assistant Treasurer
Katherine W. Gilchrist	Assistant Treasurer
Mary D. Peters	Assistant Secretary

Vacancies may be filled or new offices created and filled by the directors at any meeting of the directors. Each officer shall hold office until his or her successor shall be duly elected or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

6.4Resignation and Removal of Officers.  An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. Any such resignation shall not be required to be accepted by the Company to be effective. If a resignation is made effective at a later date and the Company accepts the future effective date, the directors may fill the pending vacancy before the effective date if the directors provide that the successor shall not take office until the effective date. The directors may remove any officer at any time with or without cause. In addition, as provided in Section 1 of Article III of the Wabash Services Agreement, in certain circumstances the Chairman shall have authority to remove any of the officers and reappoint his or her respective successor.

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6.5Contract Rights of Officers. Election or appointment of an officer or agent shall not of itself create contract rights. An officer’s removal shall not affect the officer’s contract rights, if any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

6.6Chairman and Vice-Chairman of the Directors. The directors shall appoint one of the RCTT Designees chairman of the directors (the “Chairman”). The Chairman shall preside at all meetings of the Members and of the directors. The directors may also appoint one of its members as Vice-Chairman of the directors, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to him or her by the directors. the initial Chairman shall be Ronald G. Geary.

6.7President.  The President shall be the chief executive officer of the Company. In the absence of the Chairman and the Vice-Chairman, if appointed, the President shall preside at all meetings of the Members and of the directors. He or she may sign any deeds, mortgages, bonds, contracts or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by this Operating Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the directors from time to time. Unless otherwise ordered by the directors, and subject to the restrictions in Article VIII hereof, the President shall have full power and authority on behalf of the Company to attend, act and vote in person or by proxy at any meetings of stockholders of any corporation in which the Company may hold stock or at any meetings of members of any limited liability company in which the Company may be a member, and at any such meeting shall hold and may exercise all rights incident to the ownership of such stock which the Company, as owner; would have had and exercised if present. The directors may confer like powers on any other person or persons.

6.8Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President (or, in the event there be more than one Vice President, the Vice Presidents in order designated in Section 6.3 above or at the time of their election, or in the absence of any designation, then in the order of their election), if that office be created and filled, shall perform the duties of the President and he or she shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign in the name of the Corporation, deeds, mortgages, bonds and other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by this Operating Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and when so acting shall have all the powers and authority of and be subject to all the restrictions upon the President. Any Vice President may perform such other duties as from time to time may be assigned to him or her by the President or by the directors.

6.9Treasurer.  The Treasurer, if that office be created and filled, shall have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all

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such monies in the name of the Company in such banks, trust companies and other depositories as shall be selected by the Board, and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board, the Chairman, or the President. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.

6.10Secretary.  The Secretary, if that office be created and filled, shall (i) keep the minutes of the Members’ meetings and of the directors’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Operating Agreement or as required by law; (iii) be custodian of the meeting records and of the seal, if any, of the Company; (iv) be responsible for authenticating records of the Company; (v) keep a register of the mailing address of each Member; and (vi) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, the Chairman, or the President.

6.11Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman, the President or the Board.

6.12No Separate Compensation of Officers. The officers are providing services to the Company in accordance with the Administrative Services Agreements and their respective employers are being compensated for such services pursuant to those agreements. Except as determined by the Board, the officers shall not receive any direct compensation or remuneration for their services hereunder.

ARTICLE VII

Rights and Obligations of Members

7.1Limitation of Liability. Each Member’s liability shall be limited as set forth in this Operating Agreement, the Act, and other applicable law.

7.2Company Liability. Except as may be specifically agreed in writing by a Member; no Member shall be personally liable for any Company Liability beyond the Member’s Capital Contribution. To the extent that the Members are required to guarantee or provide security for any Company Liability, the Members agree that any such guaranty or security shall be provided on a basis proportionate to their respective Membership Interests, as adjusted from time to time hereafter. Each of the Members shall indemnify and hold the other Members harmless from any liability or obligation for any Company Liability in excess of an amount equal to their respective Membership Interests multiplied by such Company Liability.

7.3Priority and Return of Capital. No Member shall be entitled to a return or distribution of such Member’s Capital Contribution, except as specifically provided herein or upon the written consent of Members holding a Supermajority Interest. No Member shall have priority over any other Member; either for the return of Capital Contributions or for Book Income, Book Loss, Tax Profit, Tax Loss or Distributions; provided that this Section 7.3 shall

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not apply to loans (as distinguished from Capital Contributions) that a Member has made to the Company.

7.4Loans by Members or Affiliates; Initial Working Capital Loan by RCTT; Credit Facility; Senior Note Indenture.  Any Member or an Affiliate may make loans to the Company for such purposes as Members holding a Supermajority Interest deems appropriate; provided, however, that any such loan shall be made on such commercially reasonable terms as the Members holding a Supermajority Interest agree. From the Effective Date through December 31, 2008, RCTT shall advance funds to the Company on a revolving basis (the “Loan”) for working capital required in accordance with the Company’s budget and business plan approved by its Members in accordance with Section 8.1 of this Operating Agreement in an aggregate amount not to exceed $2,000,000 at any time. The Loan may be extended beyond December 31, 2008 as mutually agreed by RCTT and the Company. The Loan shall be governed by a Promissory Note of the Company in the form attached as Exhibit B (the “Note”) to bear interest as set forth therein. In connection with the Note, the Company shall execute and deliver to RCTT a security agreement in the form attached as Exhibit C (the “Security Agreement”) granting to RCTT a valid and second priority security interest (second only to the Banks which shall have a first lien on the assets of the Company in accordance with the terms of the Credit Facility) in and to all of the assets of the Company to secure the obligation to repay to RCTT all of such advances and all obligations under the Note. The Initial Members agree to vote all Membership Interests owned or controlled by them in favor of the Note and the Security Agreement. In consideration of RCTT becoming a Member in the Company and agreeing to make the Loan: (1) the Company shall be required to become a guarantor under ResCare’s credit facility, as amended from time to time (the “Credit Facility”), (ii) the Company shall be required to grant a first priority lien on all of its assets to JP Morgan Chase Bank, NA., as administrative agent, under the Credit Facility (the “Bank Security Interest”), (iii) the Company shall execute all other documents and instruments as required of a Domestic Subsidiary (as defined in the Credit Facility), (iv) RCTT shall pledge its Membership Interest in the Company to the Banks to secure the obligations of ResCare under the Credit Facility and RCTT’s obligations as a guarantor thereunder, and (v) the Company shall execute such documents or instruments required to become a guarantor of ResCare’s obligations under the Senior Notes and Senior Note Indenture. The Initial Members each agree to vote all Membership Interests owned or controlled by them in favor of guaranteeing the Credit Facility and Senior Note Indenture, granting the Bank Security Interest and executing such other documents and instruments as required by the Credit Facility and the Senior Note Indenture. The Company shall not take any action or fail to take any action that shall cause a Default (as defined in the Credit Facility) or an Event of Default (as defined in the Senior Note Indenture).

7.5Quarterly Meetings. A quarterly meeting of the Members shall be held at such time, place and on such date within the applicable month as the Chairman may designate within or without the Commonwealth of Kentucky. If no designation of place is properly made, the place of the meeting shall be at the principal office of the Company. The purpose of such meeting shall be the review of the Company’s operations and finances and the transaction of such other business as may properly come before it. The failure to hold quarterly meetings at the time fixed in accordance with this Operating Agreement shall not affect the validity of any action.

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7.6Annual Meetings. An annual meeting of the Members shall he held in December of each year at such time, place and on such date within December as the Chairman may designate within or without the Commonwealth of Kentucky. If no designation of place is properly made, the place of the meeting shall be at the principal office of the Company. The purpose of such meeting shall be the election of directors and the transaction of such other business as may properly come before it. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment thereof, the director’s shall cause the election to be held at a special meeting of the Members to be held as soon thereafter as may be practicable. The failure to hold an annual meeting at the time fixed in accordance with this Operating Agreement shall not affect the validity of any action.

7.7Special Meeting. Special meetings of the Members may be called by the Chairman, President, by any director, or by any Member entitled to vote on any issue proposed to be considered at the proposed special meeting who sign, date and deliver to the Company’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise fixed in this Operating Agreement, the record date for determining Members entitled to demand a special meeting shall be the date the first Member signs the demand.

7.8Place of Special Meeting, the directors may designate any place within or without the Commonwealth of Kentucky as the place for any special meeting of Members. A waiver of notice signed by all Members may include a designation of any place, either within or without the Commonwealth of Kentucky, as the place for the holding of such meeting. If no designation is properly made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the Company.

7.9Action Without Meeting. Any action required to be taken, or which may be taken, at a meeting of the Members may be taken without a meeting and without prior notice if the action is taken by the unanimous consent of all the Members entitled to vote on the action. The action taken under this Section shall be evidenced by one or more written consents describing the action taken, signed by the Members taking the action, and delivered to the Company for inclusion in the minutes or filing with the Company records. Action taken under this Section shall be effective when consents representing the votes necessary to take the action under this Section are delivered to the Company, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent.

7.10Notice of Meeting. The Company shall notify Members of the date, time and place of each quarterly, annual or special Members’ meeting no fewer than ten (10) days nor more than sixty (60) days before the meeting date. Unless the Act or the Company’s Articles of Organization require otherwise, the Company shall be required to give notice only to Members entitled to vote at the meeting and notice of a quarterly or annual meeting shall not be required to include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

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7.11Form of Notice. Notice under this Operating Agreement shall be in writing unless oral notice is reasonable under the circumstance. Notice may be communicated in person; by telephone, telegraph, teletype, telephonic facsimile transmission or other form of wire or wireless communication; or by mail or private carrier. Written notice by the Company to its Members, if in a comprehensible form, shall be effective when mailed, if mailed postpaid and correctly addressed to the Member’s address shown in the Company’s current record of Members. Written notice to the Company may be addressed to its registered agent at its registered office or to the Company or its Secretary at its Principal Office. Except as otherwise provided in this Section, written notice, if in a comprehensible or legible form, shall be effective at the earliest of the following: when received; if refused or if incapable of being delivered, three days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice shall be effective when communicated if communicated in a comprehensible manner. If the Act prescribes notice requirements for particular circumstances, those requirements shall govern.

7.12Waiver of Notice. A Member may waive any notice required by the Company’s Articles of Organization, this Operating Agreement, or the Act before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the Member entitled to the notice, and be delivered to the Company for inclusion in the minutes or filing with the Company records. A Member’s attendance at a meeting shall waive objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A Member’s attendance at a meeting shall be deemed a waiver of any objection to the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

7.13Record Date. The directors may fix a record date of Members of not more than seventy (70) days before the meeting or action requiring a determination of Members, in order to determine the Members entitled to notice of a Members’ meeting, to demand a special meeting, to vote or to take any other action. A determination of Members entitled to notice of or to vote at a Members’ meeting shall be effective for any adjournment a the meeting unless the directors fix a new record date, which they shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.  If not otherwise fixed by the directors in accordance with this Operating Agreement, the record date for determining Members entitled to notice of and to vote at an annual or special Members’ meeting shall be the day before the first notice is delivered to Members, and the record date for any consent action taken by Members without a meeting and evidenced by one or more written consents shall be the first date upon which a signed written consent setting forth such action is delivered to the Company at its Principal Office.

7.14Members’ List for Meeting. After fixing a record date for a meeting, the Company shall prepare a complete list of the names of all the Company’s Members who are entitled to notice of a Members’ meeting. The list shall be arranged by voting group and show the address of and Membership Interests held by each Member. The Members’ list shall be available for inspection by any Member beginning five Business Days before the meeting for which the list

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was prepared and continuing through the meeting, at the Company’s Principal Office or at a place identified in the meeting notice in the city where the meeting will be held. A Member, its agent, or attorney shall be entitled on written demand to inspect and, subject to the requirements of Section 7.19 of this Operating Agreement, to copy the list, during regular business hours and at his, her or its expense, during the period it is available for inspection. The Company shall make the list of Members available at the meeting and any Member, its agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the Members’ list shall not affect the validity of any action taken at the meeting.

7.15Proxies.  At all meetings of Members, a Member may vote its Membership Interests in person or by proxy. A Member may appoint a proxy to vote or otherwise act for it by signing an appointment form, either personally or by its duly authorized attorney-in-fact. An appointment of a proxy shall be effective when the appointment form is received by the Secretary of the Company, or other officer or agent authorized to tabulate votes. An appointment shall be valid for eleven months unless a longer period is expressly provided in the appointment form. An appointment of proxy shall be revocable by the Member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. The revocation of an appointment of proxy shall not be effective until the Secretary of the Company or such other officer or agent authorized to tabulate votes has received written notice thereof.

7.16Quorum and Voting Requirements. Membership Interests entitled to vote as a voting group may take action on a matter at a meeting only if a quorum of those Membership Interests exists with respect to that matter. Unless the Company’s Articles of Organization, the Act or this Operating Agreement (including but not limited to Article VIII hereof) provide otherwise, a majority of those votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. Once a Membership Interest is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Organization, the Act or this Operating Agreement (including but not limited to Article VIII hereof) require a greater number of affirmative votes.

7.17Voting of Membership Interests. Unless the provisions of Section 8.1 of this Operating Agreement, the Company’s Articles of Organization or the Act provide otherwise, Membership Interests shall be entitled to proportionate voting rights on each matter voted on at a Members’ meeting.

7.18Voting of Membership Interests by Certain Holders.

(a)Membership Interests standing in the name of a corporation, domestic or foreign, may be voted by either that corporation’s president, any vice president or by proxy appointed by such corporation’s president unless the Board of such other corporation authorizes another person to vote such Membership Interests.

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(b)Membership Interests standing in the name of another limited liability company, domestic or foreign, may be voted by a manager of such limited liability company or such other person authorized by such limited liability company.

(c)Membership Interests held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such Membership Interests into his or her name. Membership Interests standing in the name of a trustee or a trust may be voted by the trustee, either in person or by proxy.

(d)Membership Interests standing in the name of a receiver may be voted by such receiver, and Membership Interests held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

(e)Where Membership Interests are held jointly by three or more fiduciaries, the will of the majority of such fiduciaries shall control the manner of voting or the giving of a proxy unless the instrument or order appointing the fiduciaries otherwise directs. Where, in any case, fiduciaries are equally divided upon the manner of voting Membership Interests jointly held by them, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries, or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the Membership Interests shall be voted upon the particular questions as to which the fiduciaries are divided.

(f)A Member whose Membership Interests are pledged shall be entitled to vote such Membership Interests until the Membership Interests have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote the Membership Interests so transferred.

(g)The Company shall be entitled to reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the Member.

(h)If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a Member; the Company, if acting in good faith, shall be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the Member. For purposes of this Section, a telegram or cablegram appearing to have been transmitted by the proper person, or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy may be accepted by the Company, if acting in good faith, as a sufficient, signed appointment form.

(i)If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its Member, the Company, if acting in good faith, shall

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nevertheless be entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the Member if:

(i)the Member is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii)the name signed purports to be that of an administrator, executor, guardian, or conservator representing the Member and, if the Company requests, evidence of fiduciary status acceptable to the Company has been presented with respect to the vote, consent, waiver, or proxy appointment;

(iii)the name signed purports to be that of a receiver or trustee in bankruptcy of the Member and, if the Company requests, evidence of this status acceptable to the Company has been presented with respect to the vote, consent, waiver, or proxy appointment;

(iv)the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the Member and, if the Company requests, evidence acceptable to the Company of the signatory’s authority to sign for the Member has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(v)two or more persons are the Member as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

7.19Inspection of Records by Members.

(a)A Member of the Company shall be entitled to inspect and copy, during regular business horns at the Company’s principal office, any of the following records of the Company if the Member gives the Company written notice of its demand at least five Business Days before the date on which it wishes to inspect and copy:

(i)the Articles or restated Articles of Organization and all amendments to them currently in effect;

(ii)this Operating Agreement and all amendments to it currently in effect;

(iii)Resolutions adopted by the directors creating one or more classes or series of Membership Interests, and fixing their relative rights, preferences and limitations, if Membership Interests issued pursuant to those resolutions are outstanding;

(iv)the minutes of all Members’ meetings, and records of all action taken by Members without a meeting, for the past three years;

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(v)all written communications to Members generally within the past three years, including the financial statements furnished for the past three years;

(vi)a list of the names and business addresses of its current directors and officers; and

(vii)the most recent annual report delivered to the Secretary of State.

(b)If a Member of the Company, in good faith and for a proper purpose, describes with reasonable particularity its purpose and the records it desires to inspect, and if the records it requests are directly connected to its purpose, then the Member shall be entitled to inspect and copy during regular business hours at a reasonable location specified by the Company any of the following records of the Company upon the Member giving the Company written notice of its demand at least five Business Days before the date on which it wishes to inspect and copy:

(i)excerpts from minutes of any meeting of the Board, records of any action of a committee of the Board while acting in place of the Board on behalf of the Company, minutes of any meeting of the Members, and records of action taken by the Members or Board without a meeting, to the extent not otherwise subject to inspection under this section;

(ii)accounting records of the Company; and

(iii)the record of Members.

ARTICLE VIII

Restrictions on Certain Company Actions

8.1Restrictions. The Company will not take, and the Members covenant and agree not to permit the Company to take, any of the following actions unless the Members shall have specifically determined otherwise by approval of a Supermajority Interest:

(a)The authorization or issuance of any additional Membership Interests or the grant of any option or warrant therefor; or the grant of any right, option or warrant to purchase any interest in the equity of any Subsidiary, or the reclassification of ownership interests or recapitalization of the Company or any Subsidiary which has the effect, directly or indirectly, of increasing the proportionate share of any Person of the outstanding ownership interests of the Company or any Subsidiary;

(b)The filing of the Articles of Organization of any Subsidiary (including the form and content thereof) or any amendment of the Articles of Organization of the Company or any Subsidiary;

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(c)The execution or adoption of the operating agreement for any Subsidiary or any amendment to this Operating Agreement or any operating agreement of any Subsidiary;

(d)The execution, approval, or taking of any action regarding any contract or transaction (including but not limited to the granting or amendment of any intellectual property license or any agreement for the provision of services, including but not limited to the Administrative Services Agreements) between or among the Company, any Subsidiary, or any Member or an Affiliate of a Member, or entity in which a Member or an Affiliate of a Member has a direct economic interest, or any Affiliate of the Company or a Subsidiary, or entity in which the Company or any Subsidiary has a direct economic interest;

(e)Approval of consent decrees, injunctions, or orders binding upon the Company or any Subsidiary;

(f)Any acquisition of additional businesses by the Company or any Subsidiary or the commencement of any additional businesses or the relocation of monitoring services provided by the Company or any Subsidiary or material changes in nature of the business of the Company or any Subsidiary;

(g)A sale of all or substantially all of the assets of the Comp any or any Subsidiary or the merger, combination or consolidation of the Company or any Subsidiary with or into one or more entities;

(h)The entry into any agreement with any Person providing for the management of all or any portion of the assets or business of the Company or any Subsidiary;

(i)Except for the Bank Security Interest or the security interest granted to RCTT pursuant to the Security Agreement, the granting by the Company or any Subsidiary of any Encumbrance in favor of any Person;

(j)Except for the guaranty of the obligations of ResCare under the Credit Facility, Senior Note Indenture and Senior Notes; the guaranty by the Company or any Subsidiary of any indebtedness or obligation of any kind;

(k)The entry by the Company or any Subsidiary into any contract or agreement or series of related contracts or agreements providing for the sale, exchange or transfer of assets, the assumption of liabilities, or the payment by the Company or any Subsidiary for services rendered or to be rendered to the Company or any Subsidiary, in each case in excess of $25,000 during any twelve (12) month period;

(1)The authorization of the Company or any Subsidiary to incur; in the aggregate, debt in excess of $25,000, whether such debt is evidenced by a promissory note, debt security or otherwise;

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(m)Any increase or decrease in the number of directors of the Company;

(n)The hiring by the Company or any Subsidiary of any employee above the level of Manager and/or the determination of the terms of employment of such an employee;

(o)Except as provided in any employment agreement previously approved by a Supermajority Interest, the increase of the base compensation of any employee of the Company or any Subsidiary during any calendar year by more than five percent (5%) of such base compensation during the preceding calendar year;

(p)Changes to the business plan of the Company or any Subsidiary or the approval and modifications of the annual budget (including any capital expenditure budget) or annual financial plan of the Company or any Subsidiary or any action which will result in the Company or any Subsidiary making aggregate capital expenditures during any twelve (12) consecutive month period (including expenditures with respect to leasing arrangements) in excess of an amount equal to one percent (1%) of annual gross revenues of the Company or the respective Subsidiary for the immediately preceding Fiscal Year; or any action which would result in the Company or any Subsidiary thereof entering into a leasing arrangement for a capital asset, where such asset has a value in excess of an amount equal to one percent (1%) of annual gross revenues of the Company or the respective Subsidiary for the immediately preceding Fiscal Year, in each case in excess of any capital expenditures or leasing transactions shown in any capital expenditure budget previously approved by a Supermajority Interest;

(q)Setting, approving, or changing prices charged for services rendered by the Company and its Affiliates or products sold by the Company and its Affiliates;

(r)The approval of any action described in either Section 14.1 or Section 16.1; or

(s)The investment in debt or equity securities of any Member or any Affiliate of a Member or the making of any loan or advancement of any funds to any Member or any Affiliate of a Member.

8.2Matters Submitted to Members for a Vote. With respect to any of the matters identified in Section 8.1 on which there has been no approval by a Supermajority Interest; then in addition to the actions contemplated by Section 8.1, each of the Members shall vote all Membership Interest against such action.

ARTICLE IX

Representations, Warranties and Covenants of Members

9.1Representations and Warranties. Each of the Members hereby represents and warrants to the Company and to the other Members as follows:

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(a)The Member understands that (i) the Membership Interests evidenced by this Operating Agreement have not been registered under the Securities Act of 1933, as amended, or any state securities laws (the “Securities Laws”) because the Company is issuing these Membership Interests in reliance upon the exemptions from the registration requirements of the Securities Laws providing for issuance of securities not involving a public offering, (ii) the Membership Interest is to be held by the Member for investment and not for Transfer; and (iii) exemption from registration under the Securities Laws would not be available if the Membership Interests were acquired by the Member with a view to Transfer.  Accordingly, the Member hereby confirms that the Member is acquiring the Membership Interest for its own, for investment and not with a view to the resale or other Transfer thereof.

(b)The Member is duly organized, validly existing, and in good standing (if applicable) under the laws of the jurisdiction of its organization and has the power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. The Member is duly licensed or qualified to do business and in good standing in the state of its incorporation or organization and in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect on its financial condition or its ability to perform its obligations hereunder. The Member has the power and authority to execute and deliver this Operating Agreement and to perform its obligations hereunder and the execution, delivery, and performance of this Operating Agreement by the Member has been duly authorized by all necessary action in accordance with its organizational documents. This Operating Agreement constitutes the legal, valid, and binding obligation of the Member, enforceable against the Member in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors rights in general, or by general principles of equity.

(c)Neither the execution, delivery, and performance of this Operating Agreement nor the consummation by the Member of the transactions contemplated hereby will: (i) conflict with, violate, or result in a breach of any law applicable to the Member which could have an adverse effect on the Company or any Subsidiary; (ii) conflict with, violate, result in a breach of; or constitute a default under any of the terms, conditions, or provisions of the organizational documents of the Member, or of any material agreement or instrument to which the Member is a party or by which the Member may be bound or to which any of its material properties or assets is subject; (iii) conflict with, violate, result in a breach of; constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights in, or, require any consent, authorization, or approval under any indenture, mortgage, lease agreement, or instrument to which the Member is a party or by which the Member may be bound; or (iv) except as provided in Section 7.4 hereof, result in the creation or imposition of any Encumbrance upon any of the material properties or assets of the Member.

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(d)           Any registration, declaration, or filing with, or consent, approval, license, permit, or other authorization or order by, any Governmental Entity that is required in connection with the valid execution, delivery, acceptance, and performance by a Member under this Operating Agreement or the consummation by the Member of any transaction contemplated hereby has been completed, made, or obtained on or before the Effective Date of this Operating Agreement.

(e)           There are no proceedings pending or, to the knowledge of the Member, threatened against or affecting the Member or any of their properties, assets, or businesses in any court or before or by any Governmental Entity or any arbitrator which could, if adversely determined reasonably be expected to materially impair the Member’s ability to perform its obligations under this Operating Agreement or to have a Material Adverse Effect on the consolidated financial condition of such Member. The Member has not received any currently effective notice of any default, and the Member is not in default, under any applicable order, writ, injunction, decree, permit, determination, or award of any Governmental Entity or any arbitrator which could reasonably be expected to materially impair the Member’s ability to perform its obligations under this Operating Agreement or to have a Material Adverse Effect on the consolidated financial condition of such Member.

9.2          Conflicts of Interest.  Members shall account to the Company and hold as trustee for it any property, profit, or benefit derived by the Member, without the consent of the other Members, in the conduct and winding up of the Company business or from a use or appropriation by the Member of Company Property including Intellectual Property, information developed exclusively for the Company, and opportunities expressly offered to the Company.

9.3          No Hire. It is expressly agreed that during the term of this Operating Agreement and for one year after its termination neither Member will directly or indirectly solicit for hire any employee of the other Member or any Affiliate thereof without the written agreement of the other Member.

9.4          No Exclusive Duty; Transactions with the Company and the Subsidiaries.  Subject to compliance with the provisions of this Operating Agreement, the Members have no exclusive duty to act on behalf of the Company or any Subsidiary. A Member shall not be deemed to violate a duty or obligation to the Company merely because any transactions, business or ventures or other conduct by the Member furthers the Member’s own interests. A Member may lend money to and transact other business with the Company or any Subsidiary. Except as expressly agreed to by the Members pursuant to this Operating Agreement or any other agreement between a Member and the Company or any Subsidiary and subject to any applicable laws, the rights and obligations of a Member who lends money to or transacts business with the Company or any Subsidiary shall be the same as those of a Person who is not a Member. No transaction with the Company or any Subsidiary shall be voidable solely because a Member has a direct or indirect interest in the transaction if the transaction is fair and reasonable to the Company or any Subsidiary. All transactions between a Member and the Company or any Subsidiary shall be negotiated at “arm’s length” and for fair market value and all transactions

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shall be on terms no less favorable than the Company or the respective Subsidiary could obtain from an independent unrelated third party for goods or services of comparable quality.

9.5          No Agency Authority. Except as expressly provided in this Operating Agreement or otherwise agreed to by the Company, neither Member shall have agency authority on behalf of the Company.

9.6          Compliance with Laws; Internal Procedures and Safeguards. Each of the Members covenants that the Member shall, and shall cause each of its Affiliates to comply with all laws applicable to the Member and/or its Affiliates in connection with the operation of the Company and its Subsidiaries, including but not limited to the Privacy Rule. In furtherance of each Member’s covenant to comply with applicable laws, each Member covenants that during its membership with the Company, the Member shall implement or cause to be implemented, internal firewalls within the organizational structure of the Member and its Affiliates to ensure such compliance with applicable laws. Without limitation of the foregoing, the Members shall implement or cause to be implemented internal firewalls that address, among other things, communications between employees of such Member and/or its Affiliates who are involved in the operations of the Company and its Subsidiaries.

9.7          Confidential Information. Except as otherwise provided herein (including the provisions of Section 9.2), the terms and conditions of this Operating Agreement, and all data, reports, records, and other information of any kind whatsoever developed or acquired by the Company, any Subsidiary or any Member in connection with this Operating Agreement, shall be treated by the Company, any Subsidiaries and the Members as confidential (hereinafter called “Company Confidential Information”) and neither the Company, any Subsidiaries nor any Member shall reveal or otherwise disclose such Company Confidential Information to third parties without the prior written consent of all the Members. Except as otherwise provided herein, any business or financial information of a Member or its Affiliate (other than the Company and its Subsidiaries) which is not in the public domain or generally known in the industry or ascertainable by proper means and treated by the Member or an Affiliate thereof as proprietary and confidential (“Member Confidential Information”) furnished or provided to the Company, any Subsidiary or the other Member in connection with this Operating Agreement and the operations of the Company and its Subsidiaries shall be treated by the Company, any Subsidiaries and the other Member as confidential and neither the Company nor such other Member shall reveal or otherwise disclose such Member Confidential Information to third parties without the prior written consent of the Member furnishing such Member Confidential Information. The terms “Company Confidential Information” and “Member Confidential Information are sometimes hereinafter collectively referred to as the “Confidential Information.” The restrictions of this Section 9.7 shall not apply to the disclosure of Confidential Information to the extent reasonably required in the operations of the Company or any Subsidiaries, to any public or private financing agency or institution, and to employees and consultants of the Company, any Subsidiaries and the Members; provided, however, that in any such case only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed and the person or entity to whom disclosure is made shall first undertake in writing to in elect the confidential nature of such Confidential Information at least to the same extent as the parties are obligated under this Section 9.7.  In addition, the foregoing restrictions

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shall not apply to Confidential Information that (a) becomes generally available to the public other than as a result of a disclosure by the Company, any Subsidiaries, any Member or any of their officers, employees or agents; (b) was available on a non-confidential basis prior to its disclosure to the Company, any Subsidiaries, any Member or any of the officers, managers, employees or agents or (c) becomes available on a non-confidential basis from a source other than the Company, any Subsidiaries, any Member or any of the officers, managers, employees or agents, unless such source is known to be bound by a confidentiality agreement to a Member or the Company or any Subsidiaries. In the event that the Company, any Subsidiary or a Member is required to disclose Confidential Information to any federal, state or local government, or any agency or department thereof, to the extent required by law or in response to a legitimate request for such Confidential Information, the Company, any Subsidiary or a Member so required shall immediately notify the Members of such requirement and the terms thereof prior to such submission. The Members shall have the right to object to the agency or department concerned to such disclosure and to seek confidential treatment of any Confidential Information to be disclosed on such terms as such Member shall, in its sole discretion, determine. The provisions of this Section 9.7 shall apply during the term of this Operating Agreement and shall survive termination of this Operating Agreement.

9.8          Public Statements. The Company may make public announcements regarding the Company or any Subsidiaries in the normal course of business, provided that no such announcement shall mention the name of a Member without that Member’s prior written consent. Neither Member shall make any public announcement or public disclosure with regard to this Operating Agreement, the Company, any Subsidiaries or; in the case of a Member, the other Member, any Confidential Information and non-Confidential Information, without the prior written consent of the other Member as to the content and timing of such announcement or disclosure, which consent shall not be unreasonably withheld; provided, however, that nothing shall prevent the Company, any Subsidiaries or a Member from making such an announcement or disclosure which is required by applicable law, regulation or stock exchange rule.

ARTICLE X

Business Operations

10.1        Billing. Billings for services performed by the Company and any Subsidiaries shall be done from the Company’s office in Lafayette, Indiana unless otherwise required by state laws.

10.2        Protected Health Information. The Company and any Subsidiaries shall maintain records electronically. The Company and any Subsidiaries shall allow access to the Protected Health Information only to those Persons who need access to perform services on behalf of the Company or any Subsidiaries and otherwise in accordance with applicable law, including but not limited to the Privacy Rule. The Company and any Subsidiaries shall implement or cause to be implemented, internal firewalls within the organizational structure of the Members and its Affiliates to ensure such compliance with applicable laws, including but not limited to the Privacy Rule.

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10.3        Administrative Services of ResCare.  ResCare shall provide the Company and any Subsidiaries with certain administrative services in accordance with the terms of an administrative services agreement in the form attached as Exhibit D (the “ResCare Services Agreement”).

10.4        Administrative Services of Wabash Center. Wabash Center shall provide the Company and any Subsidiaries with certain administrative services in accordance with the terms of an administrative services agreement in the form attached as Exhibit E (the “Wabash Services  Agreement”).

10.5        Contracting with ResCare Operations.  RCTT agrees to cause not fewer than forty-five (45) sites in Indiana where services are provided by ResCare or its Affiliates to individuals with mental retardation and/or developmental disabilities to contract with the Company and/or its Subsidiaries for the installation of the Rest Assured™ System and monitoring services (subject to individual support plans and assessments applicable to such individuals).

ARTICLE XI

Contributions; Classes of Membership Interests; Capital Accounts; Distributions

11.1        Membership Interests; Initial Capital Contributions. The Company shall be authorized to issue Membership Interests. The voting powers of Membership Interests upon any and all matters shall be vested exclusively in the holders of the Membership Interests. Membership Interests of the Company shall also be entitled to receive the net assets of the Company upon dissolution. Contemporaneously with execution of this Operating Agreement, the Initial Members shall contribute to the Company cash and/or Property in the following amounts (the “Initial Capital Contributions”) and shall receive in exchange for such Initial Capital Contributions the following Membership Interests in the Company:

Initial Member	Percentage of Membership Interest	Initial Capital Contribution
RCTT	66 2/3%	$650,000
WCT	33 1/3%	*Property Listed on Exhibit A

The Members contemplate that RCTT’s Capital Contribution will be utilized for the purchase of computer hardware and for additional development of the Company’s software as determined in the capital expenditure budget approved by the Board and any excess used for working capital needs. Any additional Members acquiring Membership Interests from the Company shall make such Capital Contributions and acquire a Membership Interest as such additional Member and the Company, upon the consent of a Supermajority Interest, shall agree.

The Intellectual Property contributed by WCT to the Company shall be subject to the retention by WCT and its Affiliates of a non-exclusive, royalty-free, perpetual license to use, sublicense, create derivative works, develop, modify, enhance, and otherwise distribute such

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Intellectual Property, including all modifications and derivatives thereto, a) created by the Company hereunder, or b) by Wabash Center or its Affiliates after such license becomes effective (This sentence is collectively referred to as “the License”). The License shall be conditioned upon and arise solely in the event of (a) a default under the Note, or any continuation, restatement, amendment, extension, consolidation, replacement or renewal of the Note, or Security Agreement, as it may be amended, and the exercise by RCTT of its remedies as applicable to such Intellectual Property under the Security Agreement, (b) a Default under the Credit Facility, as the same may be modified, amended, extended, consolidated, replaced, renewed, or refinanced in whole or in part from time to time, and the exercise by the Banks of their remedies as applicable to such Intellectual Property pursuant to the Bank Security Interest, or (c) a default under any other indebtedness of the Company, as the same may be modified, amended, extended, consolidated, replaced, renewed, or refinanced in whole or in part from time to time, for which the Intellectual Property is pledged as security for such indebtedness. The Company and its members agree to use best efforts to obtain the consent of the lenders of the indebtedness described in (c) of the preceding sentence to the License prior to incurring such indebtedness. RCTT represents and warrants that the Intellectual Property of the Company will not serve as collateral for the Senior Notes and the Senior Note Indenture.

11.2        Additional Capital Contributions.

(a)           Except as set forth in Section 11.1 or this Section 11.2, no Member shall be required to make any Capital Contribution.  From time to time, the Members shall make additional Capital Contributions if and to the extent a Supermajority Interest determines that such additional Capital Contributions are necessary or appropriate for the conduct of the Company’s business, including without limitation, expansion or diversification (each, an “Additional Capital Contribution”). In that event, such Additional Capital Contributions shall be made on a pro rata basis in accordance with the Members’ Membership Interests. The Company shall give written notice to all the Members of any such Additional Capital Contribution, which notice shall set forth the aggregate amount of the Additional Capital Contribution, each Member’s pro rata share, a brief explanation of the reason for the Additional Capital Contribution, and the deadline for the payment of the same, which shall not be less than twenty (20) days after delivery of such notice.

(b)           If any Member fails to make any Additional Capital Contribution required by paragraph (a) of this Section 11.2 (a “Defaulting Member”) prior to the date specified by the Company, the Company may, in its discretion (i) offer, by written notice, to the Members who have complied with their obligation to make such Additional Capital Contribution the right, in accordance with their relative Membership Interests (determined prior to the Additional Capital Contribution) to pay to the Company the Defaulting Member’s pro rata share of the Additional Capital Contribution (the “Defaulted Contribution”), or (ii) not offer the Defaulted Contribution to such other Members. Irrespective of whether the Company elects to proceed under clause (i) or (ii) of the preceding sentence, the relative Membership Interests of the Members shall be adjusted by the Company in good faith to take into account the Defaulting Member’s failure to make the Defaulted Contribution, which adjustment shall take into account (x)

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the Additional Capital Contributions paid by the Members other than the Defaulting Member and (y) the aggregate fair market value, determined immediately prior to the Additional Capital Contribution, of all of the Company Property less all of the Company Liabilities. The Company shall promptly thereafter give written notice to the Members of such adjusted Membership Interests, which shall be effective as of the date of such redetermination by the Company.

11.3        Maintenance of Capital Accounts. The Company shall establish and maintain a Capital Account for each Member. Each Capital Account shall be increased by (a) the amount of any cash actually contributed by the Member to the capital of the Company, (b) the fair market value of any Property contributed by the Member to the Company (net of liabilities assumed by the Company or subject to which the Company takes such Property, within the meaning of section 752 of the Code), and (c) the Member’s share of Tax Profit and of any separately allocated items of income or gain (including any gain and income allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member). Each Capital Account shall be decreased by (x) the amount of any cash distributed to the Member by the Company, (y) the fair market value of any Property distributed to the Member (net of liabilities of the Company assumed by the Member or subject to which the Member takes such Property within the meaning of section 752 of the Code), and (z) the Member’s share of Tax Loss and of any separately allocated items of deduction or loss (including any loss or deduction allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member).

11.4        Distribution of Assets.  If the Company at any time distributes any of its assets in-kind to any Member, the Capital Account of each Member shall be adjusted to account for that Member’s allocable share (as determined under Articles XI, XII, or XVI hereof) of the Tax Profit or Tax Loss that would have been realized by the Company had it sold the distributed asset at its fair market value immediately prior to its distribution.

11.5        Sale or Exchange of Membership Interests. Subject to compliance with the provisions of Article XIII hereof, in the event of a sale or exchange of some or all of a Member’s Membership Interest, the Capital Account of the transferring Member shall become the Capital Account of the transferee Member, to the extent it relates to the portion of the interest transferred.

11.6        Compliance with Section 704(b) of the Code. The provisions of this Article XI as they relate to the maintenance of Capital Accounts are intended, and shall be construed, and, if necessary, modified, to cause the allocations of Profit, Loss, income, gain and credit pursuant to Article XII to have substantial economic effect under the Regulations promulgated under section 704(b) of the Code, in light of Distributions made pursuant to Articles XII and XVI and Capital Contributions made pursuant to this Article XI.

11.7        Certificates for Membership Interests. The Board may authorize the preparation and delivery of certificates representing Membership Interests in such form as be determined by the Board. Such certificates shall be signed by the Chairman, President or a Vice-President or signed by any other office designated by the Board to sign such certificates. The signature of

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such officers upon such certificates may be signed manually or by facsimile. All certificates for Membership Interests shall be consecutively numbered. All certificates surrendered to the Company for transfer shall be canceled and no new certificates shall be issued until the former certificates for a like percentage of Membership Interests shall have been surrendered and canceled, except that, in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Company as the Board may prescribe. Any such certificates may be legended as determined by the Board.

ARTICLE XII

Allocations and Distributions

12.1        Allocations of Tax Profit and Tax Loss and Book Income and Book Loss from Operations. Except as may be required by section 704(c) of the Code, and Sections 12.2 and 12.3 hereof, Tax Profit, Tax Loss and other items of income, gain, loss, deduction and credit shall be apportioned among the Members in proportion to their Membership Interests. For purposes of Subchapter K of the Code, the distributive shares of the Members of each item of Company taxable income, gains, losses, deductions or credits for any Fiscal Year shall be in the same proportion as their respective shares of the Tax Profit or Tax Loss of the Company allocated to them pursuant to this Section 12.1. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided in this Section 12.1, gain recognized by the Company which represents recapture of depreciation or cost recovery deductions for federal income tax purposes shall be allocated in the manner provided in section 1.1245-1(e) of the Regulations (regardless of whether real property or personal property is involved).  All items of Book Income and Book Loss shall be allocated and apportioned among the Members in proportion to their Membership Interests.

12.2        Special Allocations. The following special allocations shall be made in the following order:

(a)           Limitation on Allocation of Losses and Deductions. No Member shall be allocated Tax Loss if the allocation causes a Member to have a deficit Capital Account (“Adjusted Capital Account Deficit”). In such case, the Tax Loss that would have been allocated to such Member shall be allocated to the other Members to whim such loss may be allocated without violating the provisions of this Section 12.2(a), in proportion to their Membership Interests among themselves. To the extent Tax Loss is allocated to the Members by virtue of this Section 12.2(a), Tax Profit of the Company thereafter recognized shall be allocated to such Members (in proportion to Tax Loss previously allocated to them pursuant to this Section 12.2(a)) until such time as Tax Profit allocated to them pursuant to this sentence equals Tax Loss allocated to them pursuant to this Section 12.2(a).

(b)           Qualified Income Offset.  If a Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, then for that Fiscal Year items of Tax Profit and gain shall be allocated to that Member before any other allocation is made of Tax Loss for that Fiscal Year, in the amount and manner required to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 12.2(b) is intended to comply with,

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and shall be interpreted consistently with, the “qualified income offset” provisions of Regulation section 1.704-1(b)(2)(ii) (d).

(c)           Company Minimum Gain Chargeback.  If there is a net decrease in Company Minimum Gain for a Fiscal Year, each Member shall be allocated items of income and gain for that Fiscal Year equal to that Member’s share of the net decrease in Company Minimum Gain (“Company Minimum Gain Chargeback”). A Member’s share of the net decrease in Company Minimum Gain is the amount of the total net decrease multiplied by The Member’s percentage share of the Company Minimum Gain at the end of the immediately preceding Fiscal Year. A Member’s share of any decrease in Company Minimum Gain resulting from a revaluation of Company Property equals the increase in the Member’s Capital Account attributable to the revaluation to the extent the reduction in Company Minimum Gain is caused by the revaluation. A Member’s share is not subject to the Company Minimum Gain Chargeback requirement to the extent the Member’s share of the net decrease in Company Minimum Gain is caused by a guarantee, refinancing or other change in the debt instrument causing it to become partially or wholly a Recourse Liability or a Member Nonrecourse Liability, and the Member bears the economic risk of loss (within the meaning of section 1.752-2 of the Regulations) for the newly guaranteed, refinanced or otherwise changed liability.

(d)           Member Minimum Gain Chargeback. If during a Fiscal Year there is a net decrease in Member Nonrecourse Liability Minimum Gain attributable to a Member Nonrecourse Liability, any Member with a share of that Member Nonrecourse Liability Minimum Gain (as determined under section 1.704-2(i)(5) of the Regulations) as of the beginning of that Fiscal Year shall be allocated items of income and gain for that Fiscal Year (and, if necessary, for succeeding Fiscal Years) equal to that Member’s share of the net decrease in the Company Nonrecourse Liability Minimum Gain (“Member Minimum Gain Chargeback”).  A Member’s share of the net decrease in Member Minimum Gain is determined in a manner consistent with the provisions of this Section. A Member is not subject to this Member Minimum Gain Chargeback, however, to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Nonrecourse Liability due to a conversion, refinancing or other change in the debt instrument that causes it to become partially or wholly a Company Nonrecourse Liability. The amount that would otherwise be subject to the Member Minimum Gain Chargeback is added to the Member’s share of Company Minimum Gain.  In addition, rules consistent with those applicable to Company Minimum Gain shall be applied to determine the shares of Member Minimum Gain and Member Minimum Gain Chargeback to the extent provided under the Regulations issued pursuant to section 704(b) of the Code.

(e)           Nonrecourse Deductions.  Nonrecourse Deductions for any Fiscal Year or other period shall be apportioned among the Members in proportion to their Membership Interests.

(f)            Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year or other period shall be apportioned to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Liability to which such

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Member Nonrecourse Deductions are attributable in accordance with section 1.704-1(b)(2)(i)(1) of the Regulations.

(g)           Contributed Property and Revalued Property. In accordance with section 704(c) of the Code and the Regulations promulgated thereunder, as well as section 1.704-1(b)(2)(iv)(d)(3) of the Regulations, income, gain, loss, and deduction with respect to any property contributed (or deemed contributed) to the Company shall, solely for income tax purposes, be allocated among the Members so as to take account of any variation between the Company’s adjusted basis for the property for federal income tax purposes and its fair market value at the date of contribution (or deemed contribution) using the traditional method with curative allocations (within the meaning of section 1.704-3(c) of the Regulations). If the book value of any Company Property is adjusted as provided in this Operating Agreement, then for federal income tax purposes only, subsequent allocations of income, gain, loss, and deduction with respect to the revalued Property shall take account of any variation between the adjusted basis of the Property for federal income tax purposes and its book value in accordance with the principles of section 704(c) of the Code and Regulations promulgated thereunder using the traditional method with curative allocations (within the meaning of section 1.704-3(c) of the Regulations).

(h)           Regulatory Amendments. Members holding a Supermajority Interest are hereby authorized; upon the advice of the Company’s. counsel, to amend this Article XII to comply with the Code and Regulations promulgated under section 704(b) of the Code; provided, however, that no amendment shall materially affect distributions to a Member without the Member’s prior written consent.

12.3        Distributions; Minimum Distributions. The Company shall make Distributions to the Members in proportion to their Membership Interests in such amounts and at such times as determined by the Board. Notwithstanding the foregoing, on January 31 of each year commencing with January 31, 2007, the Company shall make pro rata distributions to the Members at least equal to an amount equal to the Net Cash Flow of the Company for the immediately preceding Fiscal Year. Such distributions shall be made to the Members in accordance with their respective Membership Interest as of December 31 of the immediately preceding year. For purposes of this Section 12.3, the term “Net Cash Flow” shall mean with respect to any Fiscal Year or portion thereof, all cash revenues of the Company from business operations during that period (including, without limitation, any net proceeds from the sale of any Company Property, any interest or other earnings on the funds of the Company) less the sum of the following to the extent made from those cash revenues:

(a)           All principal and interest payments on any Company Liability;

(b)           All cash expenses incurred incident to the operation of the Company’s business; and

(c)           Funds set aside as reserves for contingencies, working capital, debt service, taxes, insurance or other costs and expenses incident to the conduct of the

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Company’s business which have been approved by the Board plus funds released from previously established reserves.

ARTICLE XIII

Transfer of Membership Interests

13.1        Restrictions on Transfer. No Member may Transfer in any manner or means whatsoever any interest in all or a part of the Membership Interest now owned or hereafter acquired by it without having first complied with the provisions of this Operating Agreement or having obtained the prior written consent of Members holding a Supermajority Interest. The Company may not Transfer any ownership interest in any Subsidiary without the prior written consent of Members holding a Supermajority Interest. Any Transfer of Membership Interests not in accordance with the terms of this Operating Agreement shall be void ab initio to the fullest extent permitted under applicable law and the intended transferee shall be deemed never to have had an interest therein. The Company shall refuse to effect any transfer of any Membership Interests purported to be Transferred other than in accordance with the terms of this Operating Agreement. Nothing in this Operating Agreement shall prohibit the pledge by RCTT of its Membership Interest in the Company or by the Company of its ownership interests in any Subsidiaries to the Banks in accordance with the terms of the Credit Facility. Notwithstanding any provision in this Operating Agreement to the contrary, RCTT may Transfer all or any portion of its Membership Interest to ResCare or any wholly-owned subsidiary of ResCare and WCT may transfer its Membership Interest to Wabash Center or a wholly-owned subsidiary of Wabash Center. No Transfer to a Affiliate in reliance on the preceding sentence may occur unless and until the Company receives such instruments of transfer, assignment, and assumption and such other certificates (including any certificate or certificates representing such Membership Interests issued as provided in Section 11.7 hereof), representations, and documents that the other Members may deem necessary or desirable to:

(a)           Effectively transfer the Membership Interest;

(b)           Confirm that the Person desiring to acquire the Membership Interest, or to be admitted as a Member, has accepted, assumed, and agreed to be subject to and bound by all of the terms, obligations and conditions of this Operating Agreement;

(c)           Preserve the Company after the completion of such disposition under the laws of each jurisdiction in which the Company is qualified, organized, or does business;

(d)           Maintain the status of the Company as a partnership for federal tax purposes; and

(e)           Assure compliance with any applicable state and federal laws including Securities Laws and regulations.

If RCTT shall Transfer any of its Membership Interests to an Affiliate, RCTT shall remain obligated for and guarantee all of the obligations of such Affiliate under this Operating Agreement. If WCT shall Transfer any of its Membership Interests to an Affiliate, WCT shall

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remain obligated for and guarantee all of the obligations of such Affiliate under this Operating Agreement. Notwithstanding any provision in this Operating Agreement to the contrary, the provisions of this Section 13.1 and the provisions of Section 13.2 of this Operating Agreement shall not apply to the adjustments to Membership Interests required by Section 11.2 hereof.

13.2        Certain Voluntary Transfers by a Member.

(a)           Order in Which Membership Interests Must be Offered. If a Member is in receipt of a “bona fide, noncollusive offer” from any person or entity to purchase all or any part of its Membership Interests which offer such Member desires to accept (other than an offer or a Transfer to an Affiliate permitted under Section 13.1 hereof), such Member shall, within ten (10) days after receipt of such offer, first submit to (i) the Company and (ii) the other Members notice of its desire to do so.  Such notice (the “Notice”) shall include a full, complete and accurate written description of such offer including the portion of the Membership Interests that such Member desires to Transfer (the “Option Interest”), the name(s) and address(es) of the offeree(s), the nature of the interest to be Transferred, the proposed date of the Transfer and the proposed consideration, if any. The Notice shall include a true copy of the offer. For purposes of this Operating Agreement, the term “bona fide, noncollusive offer” shall mean an Offer which is a legally enforceable offer from a party financially capable of carrying out its terms.

(b)           Option to the Members. In the case of a proposed Transfer described in paragraph (a) of this Section 13.2 by a Member, for ten (10) Business Days following the receipt of the Notice, the Members other than the Member whose Membership Interests are sought to be sold (the “Other Members”) shall have the option to purchase all or any part of the Option Interest at the purchase price as determined in Section 13.4 hereof (the “Purchase Price”) and on the terms of payment set forth in Section 13.4 hereof Each of the Other Members shall have the right to purchase that proportion of such Option Interest which is equal to the ratio of the Membership Interests owned by it over the Membership Interests owned by all of the Other Members, or in such other percentages as the Other Members shall unanimously agree. Each Other Member shall elect to purchase its pro rata share of the available Option Interest by written notice to the Company and the Other Members within the initial five (5) Business Days of such ten (10) Business Day period. If any Other Member does not elect to purchase its pro rata share of the available Option Interest, then each of the Other Members who have elected to purchase the available Option Interest shall have the right to purchase that proportion of the balance of the available Option Interest which is equal to the ratio of the Membership Interests owned by it over the Membership Interests owned by the Other Members who are electing to purchase the available Option Interest, or in such other percentages as the Other Members who are electing to purchase the available Option Interest shall unanimously agree. Such right to purchase the balance of the available Option Interest shall be exercised by written notice to the Company and the Other Members within the second five (5) Business Days of such ten (10) Business Day period.

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(c)           Option to the Company. In the case of a proposed Transfer described in paragraph (a) of this Section 13.2 by a Member, if the Other Members shall not elect to purchase all of the Option Interest, the Company shall have the option to purchase all or part of the Option Interest (which in the case of any Membership Interest offered by an Member, shall mean that portion of the Option Interest that the Other Members have not elected to purchase) at the Purchase Price and on the terms of payment set forth in Section 13.4 hereof.  If the Company desires to exercise such option, it shall give written notice to the Member offering the Option Interest and the Other Members of its election to do so within a twenty (20) Business Day period after receipt of the Notice.

(d)           Limited Right to Transfer. If the Members having the right to purchase and the Company fail to collectively exercise their options described in paragraphs (b) and (c) of this Section 13.2 to purchase all of the Option Interest, then the Member offering the Option Interest may Transfer all of the Option Interest on the terms and conditions set forth in the Notice, provided that the intended transferee or transferees consent, in form and substance satisfactory to the Company, to being a Member subject to the terms of this Operating Agreement and otherwise complying with the provisions of Section 13.1 hereof. If the Transfer of such Membership Interest pursuant to the preceding sentence is not consummated within twenty (20) Business Days after expiration of the twenty (20) Business Day period set forth in Section 13.2(c) above, then such Membership Interest may not be Transferred without again complying with all the provisions of this Section 13.2.

13.3        Purchase Options Upon Involuntary Transfers. If all or any portion of the Membership Interest held by any Member is transferred in any involuntary manner, including disposal or passage under a judicial order, legal process, execution, attachment, enforcement of an Encumbrance, bankruptcy or by operation of law (as applicable, an “Involuntary Transfer”), then the Person to whom the Membership Interest is so transferred (the “Involuntary Transferee”) shall give notice to the Company of the Involuntary Transfer within ten (10) Business Days of its occurrence. If such notice is not given within such period, such notice shall be deemed given ten (10) Business Days after the date the Company receives notice of the Involuntary Transfer. At the successive options of the Company and the other Members, such transfer shall be void ab initio, and the Membership Interest which was the subject of the Involuntary Transfer (the “Involuntary Option Interest”) shall be deemed purchased by the Company and/or such Members, as the case may be, at the Purchase Price and on terms of payment set forth in Section 13.4 hereof.  The Involuntary Transferee shall be deemed a Member offering Membership Interests pursuant to paragraph (a) of Section 13.2 hereof, the Involuntary Option Interest shall be deemed Option Interest and the time periods in which the Company and the other Members shall have to exercise their successive options to void the Involuntary Transfer to the Involuntary Transferee and to purchase the Involuntary Option Interest shall be governed by the provisions of Section 13.2 hereof; provided, however, that the ten (10) Business Day period set forth in Section 13.2(b) hereof and the twenty (20) Business Day period set forth in Section 13.2(c) hereof shall commence on the date notice of the Involuntary Transfer is given (or deemed given) in accordance with this Section 13.3.

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13.4        Purchase Price and Terms of Payment.

(a)           Purchase Price. The purchase price for any Membership Interest offered, sold and purchased pursuant to Section 13.2 hereof shall be the price offered by the transferee making the “bona fide, noncollusive offer.” The purchase price for any Membership Interest deemed offered, sold and purchased pursuant to Section 13.3 hereof shall be the Fair Value (as defined in Section 13.4(b) below) of such Membership Interest.

(b)           Fair Value. For purposes of this Operating Agreement; the “Fair Value” of any Membership Interest purchased and sold pursuant to Sections 13.3 shall mean (i) the annualized Company EBITDA as of the Valuation Date, multiplied by (ii) five (5), multiplied by (iii) The Membership Interest (expressed as a percentage) as of the Valuation Date included as a part of the Membership Interest being purchased.

(c)           Terms. If the sale of any Membership Interest is governed by Section 13.2 hereof, payment will be made on the same terms as the “bona fide, noncollusive offer” noticed to the Company and the Members. A payment of cash or immediately available federal funds in the full amount of the Purchase Price will be made to the Member selling Membership Interests pursuant to Section 13.3 on the date of the closing of any such purchase.

13.15      Effective Date of Transfer. Except as otherwise determined by the Members, any Transfer of a Membership Interest in compliance with this Article XIII shall be deemed effective as of the date on which the last remaining Member’s consent thereto was given (or if no such consent is required hereunder, on the date of closing of such Transfer). The transferring Member hereby indemnifies the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly from any Transfer or purported Transfer in violation of this Article XIII.

13.16      Registration on Books of the Company. Any Transfer of a Membership Interest shall be reflected on the books of the Company by the registered holder thereof and on surrender for cancellation of the certificate or certificates representing such Membership Interests, if certificates have been authorized by the Board and issued. The Person in whose name a Membership Interest stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE XIV

Additional Members

14.1        Admission to Membership. From the date of the formation of the Company, except in the case of an Affiliate, any Person may be admitted as a Member only with the prior written consent of Members holding a Supermajority Interest.

14.2        Financial Adjustments. No new Member shall be entitled to any retroactive allocation of Profit, Loss and other items of income, gain, loss, deduction and credit of the

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Company. Upon the approval and consent of all of the Members, the Members may agree to close the Company’s books (as though the Company’s Fiscal Year had ended) or make pro rata allocations of Profit, Loss, and expense deductions to a new Member for that portion of the Company’s Fiscal Year in which a Member was admitted in accordance with the provisions of section 706(d) of the Code and the Regulations.

ARTICLE XV

Intellectual Property

15.1        Intellectual Property Developed by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall own and hold in its own name all Intellectual Property created, developed or acquired by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall not license or sell any of its Intellectual Property to any Person except with the prior approval of Members holding a Supermajority Interest.

15.2        Use on Liquidation. Upon liquidation of the Company, all Intellectual Property of the Company, including all modifications and derivatives thereto (other than the Intellectual Property described on Exhibit A attached hereto) shall be transferred to the Members jointly and each Member shall be free to use, license, sublicense, sell, create derivative works, develop, modify, enhance, distribute or otherwise deal with such Intellectual Property.  Upon liquidation of the Company, all Intellectual Property described on Exhibit A attached hereto shall be distributed in kind to WCT.

ARTICLE XVI

Dissolution and Winding Up

16.1        Dissolution.

(a)           The Company shall be dissolved and its affairs wound up upon the happening of the first to occur of the following:

(i)            Upon the consent or approval of a Supermajority Interest;

(ii)           Upon entry of a decree of judicial dissolution wider the Act dissolving the Company; or

(iii)          Upon the filing of a certificate of dissolution by the Secretary of State of the Commonwealth of Kentucky administratively dissolving the Company.

16.2        Effect of Event of Dissolution. Upon the occurrence of any of the events specified in Section 16.1, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until articles of dissolution have been filed with the Secretary of State of the Commonwealth of Kentucky or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

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16.3        Winding Up, Liquidation, and Distribution of Assets. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Members shall immediately proceed to wind up the affairs of the Company. If the Company is dissolved and its affairs are to be wound up, the Members shall:

(a)           Sell or otherwise liquidate all Company Property as promptly as practicable (except the Intellectual Property as described in Section 15.2 and to the extent the Members may determine to distribute any other assets to the Members in kind);

(b)           Allocate any profit or loss resulting from such sales to the Members’ Capital Accounts in accordance with Article XII above;

(c)           Discharge all Company Liabilities, including Company Liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for Distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company);

(d)           Distribute the remaining Company Property in the following order:

(i)            The positive balance (if any) of each other Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Fiscal Year during which the liquidation occurs, including any adjustments required by this subsection (d)) shall be distributed to all such other Members.

(ii)           Any such Distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in section 1.704-1(b)(2)(ii)(b)(2) of the Regulations. If any assets of the Company are to be distributed in kind, the net fair market value of those assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Those assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of Article XII and Section 11.4 of this Operating Agreement to reflect such deemed sale.

(e)           Notwithstanding anything to the contrary in this Operating Agreement, upon a liquidation within the meaning of section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all Fiscal Years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever;

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(f)            Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated;

(g)           The Members shall comply with any applicable requirements of applicable Law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

16.4        Articles of Dissolution. When all debts, liabilities, and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, articles of dissolution that set forth the information required by the Act shall be filed with the Secretary of State of the Commonwealth of Kentucky.

16.5        Post-Dissolution Actions. Upon the filing of articles of dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings, and appropriate action as provided in the Act. The Members shall have authority to distribute any Company Property discovered after dissolution, convey real estate, and take such other action as may be necessary on behalf and in the name of the Company.

16.6        Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of any Capital Contribution. If the Company Property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return any Capital Contribution of one or more Members, the Members shall have no recourse against any other Member.

ARTICLE XVII

Taxes and Accounting

17.1        Elections. A Supermajority Interest shall determine whether to make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

17.2        Method of Accounting. The records of the Company shall be maintained in accordance with GAAP. In addition, the Company shall maintain such records and adopt such accounting methods as required for federal income tax purposes.

17.3        Tax Treatment. It is the intention of the Members that the Company be treated as a partnership for federal, state, and local income tax purposes, and Members shall not take any position or make any election, in a tax return or otherwise, inconsistent with such treatment. If required by the Code, RCTT is hereby designated as the “tax matters partner” of the Company for all purposes of the Code.

17.4        Taxes of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, each Member requested to do so shall submit an agreement indicating that

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the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with regard to the collection of income taxes, if any, attributable to the Member’s income, and interest and penalties assessed on such income. If the Member fails to provide such agreement, Company may withhold and pay over to such Taxing Jurisdiction with respect to such income, if any. Any such payments with respect to the income of a Member shall, if appropriately made, be treated as a Distribution for purposes of Article XII hereof. The Company may, where permitted by the rules of any Taxing Jurisdiction, and where such action would not increase the respective tax liability of the Members, file a composite, combined or aggregate tax return reflecting the income of the Company and pay the tax, interest and penalties of some or all of the Members on such income to the Taxing Jurisdiction, in which case the Company shall inform the Members of the amount of such tax, interest and penalties so paid.

ARTICLE XVIII

Indemnification of Members

18.1        Indemnification Provisions. To the fullest extent permitted by the Act, the Company shall indemnify each Member, each of the Company’s directors and officers, and, in the case of a Member that is an entity, such Member’s shareholders, members, directors, managers, officers, employees or agents (each, a “Member Indemnified Party”) against expenses (including attorneys’ fees), judgments, taxes, penalties, fines (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (collectively “Liability”), incurred by it in connection with defending any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which it is, or is threatened to be made, a party because it is or was serving at the request of the Company or any Subsidiary as a manager, director, officer, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or in connection with the business or operations of the Company. A Member Indemnified Party shall be considered to be serving an employee benefit plan at the Company’s request if its duties to the Company or any Subsidiary also impose duties on or otherwise involve services by it to the plan or to participants in or beneficiaries of the plan. To the fullest extent authorized or permitted by, and in accordance with the provisions of the Act, the Company shall pay or reimburse expenses (including attorneys’ fees) incurred by a Member Indemnified Party who is a party to a proceeding in advance of final disposition of such proceeding. The obligation of the Company to indemnify a Member Indemnified Party shall be conditioned upon the conduct of such Member Indemnified Party having been performed in good faith and in a manner reasonably believed by it to be within the scope of authority granted to it by this Operating Agreement and not constituting fraud, deceit, gross negligence, wanton or reckless misconduct or a wrongful taking by such Member Indemnified Party. The termination of any action by judgment, order or settlement shall not, of itself, create a presumption that such Member Indemnified Party did not act in such a manner as to deny the rights of indemnification provided for herein. The Company may indemnify its employees and other agents who are not Member Indemnified Parties, provided that the indemnification in any given situation is approved by a Supermajority Interest and the scope of such indemnification shall not be greater than that provided to the Member Indemnified Parties in this Section 18.1.

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18.2        Provision Not Exclusive. The indemnification against liability and advancement of expenses provided by, or granted pursuant to, this Article XVIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled, both as to action in its official capacity and as to action in another capacity while holding such office of the Company or any Subsidiary, shall continue as to a Person who has ceased to be a Member, and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such a Person.

18.3        Authorization to Purchase Insurance. The Company may purchase and maintain insurance on behalf of an individual who is or was a Member, director, officer, employee or agent of the Company or any Subsidiary, or who, while a Member, employee or agent of the Company or any Subsidiary, is or was serving at the request of the Company or any Subsidiary as a manager, director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by it in that capacity or arising from its status as a Member, director, officer, employee or agent, whether or not the Company would have power to indemnify it against the same liability under the provisions of this Article XVIII or the Act.

18.4        Repeal or Modification of Indemnification Provision. Any repeal or modification of this Article XVIII by the Members shall not adversely affect any right or protection of the Member Indemnified Parties under this Article XVIII with respect to any act or omission occurring prior to the time of such repeal or modification.

ARTICLE XIX

Contracts, Loans, Checks and Deposits

19.1        Contracts. Subject to the limitation of Section 8.1 hereof, the Board may authorize any agent or agents to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Company. Such authority may be general or confined to specific instances.

19.2        Loans. No loans shall be contracted on behalf of the Company or any Subsidiary, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board and authorized under Sections 7.4 or 8.1 hereof.  Such authority may be general or confined to specific instances.

19.3        Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by such officer or officers, or agent or agents, of the Company and in such manner as shall, from time to time, be determined by resolution of the Board, subject to the limitations of Section 8.1 hereof.

19.4        Deposits. All funds of the Company not otherwise employed shall be deposited, from time to time, to the credit of the Company in such banks, trust companies and other depositories as the Board or Treasurer may select.

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ARTICLE XX

Miscellaneous Provisions

20.1        Termination of this Operating Agreement. This Operating Agreement shall terminate at the earliest occurrence of any of the following events:

(a)           Bankruptcy (voluntary or involuntary), insolvency, receivership, liquidation or dissolution of the Company.

(b)           When only one Member remains a party bound by this Operating Agreement.

(c)           Upon the Mutual written agreement of all the parties hereto.

20.2        Entire Agreement; Modification; Waiver. This Operating Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Operating Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this Operating Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

20.3        Successors and Assigns; Assignment. This Operating Agreement shall be binding on, and inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and assigns.

20.4        Notices. All notices, requests, demands and other communications required or permitted to be given or made under this Operating Agreement, or any other agreement executed in connection therewith, shall be in writing and shall be deemed to have been given on the date of delivery personally or upon deposit in the United States mail postage prepaid by registered or certified mail, return receipt requested, to the appropriate party or parties at the following addresses (or at such other address as shall hereafter be designated by any party to the other parties by notice given in accordance with this Section):

If to the Company:	Jeffrey Darling
	President
	Wabash Center, Inc.
	2000 Greenbush Street
	Post Office Box 6449
	Lafayette, Indiana 47903

44

	and to:	Ronald G. Geary
		President
		Res-Care Training Technologies, Inc.
		10140 Linn Station Road
		Louisville, Kentucky 40223
If to RCTT:		Ronald G. Geary
		President
		Res-Care Training Technologies, Inc.
		10140 Linn Station Road
		Louisville, Kentucky 40223
	and to:	David S . Waskey
		Vice President and General Counsel
		Res-Care, Inc.
		10140 Linn Station Road
		Louisville, Kentucky 40223
If to WCT:		Jeffrey Darling
		President
		Wabash Center, Inc.
		2000 Greenbush Street Post
		Office Box 6449
		Lafayette, Indiana 47903
	and to:	Thomas B. Parent, Esq.
		Shannon A. Middleton, Esq.
		Stuart & Branigin LLP
		300 Main Street, Suite 900
		Post Office Box 1010
		Lafayette, Indiana 47902-1010

20.5        Execution in Counterparts. This Operating Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

20.6        Further Assurances. The parties each hereby agree to execute and deliver all of the agreements, documents and instruments required to be executed and delivered by them in this Operating Agreement and to execute and deliver such additional instruments and documents and to take such additional actions as may reasonably be required from time to time in order to effectuate the transactions contemplated by this Operating Agreement.

20.7        Severability of Provision. The invalidity or unenforceability of any particular provision of this Operating Agreement shall not affect the other provisions hereof and this Operating Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

45

20.8Governing Law. This Operating Agreement is executed and delivered in, and shall be governed by, enforced and interpreted in accordance with the laws of the Commonwealth of Kentucky, the location of the principal office of RCTT and the Company.

20.9Specific Performance. Each of the parties hereto declares and agrees that the Membership Interests subject to this Operating Agreement are unique chattels and that it is impossible to measure in money the damages which will accrue to any other parties hereto by reason of a failure of another to perform any obligation under this Operating Agreement in accordance with its terms. Accordingly, if any party hereto shall institute any action or proceeding to enforce the provisions hereof, the party hereto against whom such action or proceeding is brought hereby waives the claim or defense that he has an adequate remedy at law, and no person shall in any such action or proceeding put forward the claim or defense that such remedy at law exists.

20.10Tense, Captions; Gender. In construing this Operating Agreement, whenever appropriate, the singular tense shall also be deemed to mean the plural, and vice versa, and the captions contained in this Operating Agreement shall be ignored. Words in the masculine, feminine or neuter gender shall include the feminine, masculine or neuter gender where applicable.

20.11Waiver of Action for Partition. Each Member irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to Company Property.

20.12No Partnership Intended for Non-tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under any law of any state (other than for income tax purposes), but do intend to qualify as a partnership for tax purposes. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

20.13Rights of Creditors and Third Parties under Operating Agreement. This Operating Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. This Operating Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Operating Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

IN WITNESS WHEREOF, the Initial Members have executed this Operating Agreement as of the date fast set forth above.

46

REST ASSURED, LLC,
a Kentucky limited liability company
By:	/s/ Jeffery Darling
	Jeffery Darling, President
	(the “Company”)
RES-CARE TRAINING TECHNOLOGIES, INC.,
a Delaware corporation
By:	/s/ Ralph G. Gronefeld
	Ralph G. Gronefeld, Jr.,
	Vice President (“RCTT”)
WCT TECHNOLOGIES, LLC,
an Indiana limited
By:	/s/ Jeffrey Darling
	Jeffrey Darling, President
	(“WCT”)

47

EXHIBIT A

WCT’s Initial Capital Contribution

All rights and interest in the Intellectual Property with respect to the Rest Assured™ System, including systems, know-how, software (version 3), trade secrets, Wabash Center’s current relationship and goodwill with Purdue School of Computer Technology, and patent rights assigned to Wabash Center in Patent No. 6995664.

For purposes of clarification, the foregoing Intellectual Property shall not include the License (as defined in Section 11.1).

48

EXHIBIT B

Form of Promissory Note

49

EXHIBIT C

Form of Security Agreement

50

EXHIBIT D

Form of ResCare Services Agreement

51

EXHIBIT E

Form of Wabash Services Agreement

52

EXHIBIT F

Form of Flash Report

53

EX-4.1

Exhibit 4.1

EXECUTION COPY

RES-CARE, INC.

as Issuer,

and the Note Guarantors named herein

10.75% Senior Notes due 2019

INDENTURE

Dated as of December 22, 2010

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

CROSS-REFERENCE TABLE*

TIA	Indenture
Section	Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N/A
(a)(4)	N/A
(a)(5)	7.10
(b)	7.08; 7.10
311(a)	7.11
(b)	7.11
312(a)	2.06
(b)	11.03
(c)	11.03
313(a)	7.06
(b)(1)	N/A
(b)(2)	7.06; 7.07
(c)	7.06; 11.02
(d)	7.06
314(a)	4.02; 4.09;
(b)	11.02; 11.05 N/A
(c)(1)	11.04
(c)(2)	11.04
(c)(3)	N/A
(d)	N/A
(e)	11.05
(f)	N/A
315(a)	7.01
(b)	7.05; 11.02
(c)	7.01
(d)	7.01
(e)	6.10
316(a) (last sentence)	11.06
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N/A
(b)	6.07
(c)	2.12; 9.04
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.05
318(a)	11.01
(b)	N/A
(c)	11.01

N/A means not applicable.

*This Cross-Reference table is not part of the Indenture.

TABLE OF CONTENTS

	Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions	1
SECTION 1.02. Other Definitions	34
SECTION 1.03. Incorporation by Reference of Trust Indenture Act	35
SECTION 1.04. Rules of Construction	36
ARTICLE 2
THE SECURITIES
SECTION 2.01. Amount of Securities; Issuable in Series	37
SECTION 2.02. Form and Dating	38
SECTION 2.03. Execution and Authentication	38
SECTION 2.04. Registrar and Paying Agent	39
SECTION 2.05. Paying Agent to Hold Money in Trust	40
SECTION 2.06. Holder Lists	40
SECTION 2.07. Transfer and Exchange	40
SECTION 2.08. Replacement Securities	41
SECTION 2.09. Outstanding Securities	41
SECTION 2.10. Temporary Securities	42
SECTION 2.11. Cancellation	42
SECTION 2.12. Defaulted Interest	42
SECTION 2.13. CUSIP Numbers, ISINs, etc.	42
SECTION 2.14. Calculation of Specified Percentage of Securities	43
ARTICLE 3
REDEMPTION
SECTION 3.01. Redemption	43
SECTION 3.02. Applicability of Article	43
SECTION 3.03. Notices to Trustee	43
SECTION 3.04. Selection of Securities to Be Redeemed	43
SECTION 3.05. Notice of Optional Redemption	44
SECTION 3.06. Effect of Notice of Redemption	45
SECTION 3.07. Deposit of Redemption Price	45
SECTION 3.08. Securities Redeemed in Part	45
ARTICLE 4
COVENANTS
SECTION 4.01. Payment of Securities	46
SECTION 4.02. Reports and Other Information	46

i

SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	48
SECTION 4.04. Limitation on Restricted Payments	53
SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries	61
SECTION 4.06. Asset Sales	63
SECTION 4.07. Transactions with Affiliates	66
SECTION 4.08. Change of Control	70
SECTION 4.09. Compliance Certificate	71
SECTION 4.10. Future Guarantors	72
SECTION 4.11. Liens	72
SECTION 4.12. Maintenance of Office or Agency	72
SECTION 4.13. Discharge and Suspension of Covenants	72
ARTICLE 5
SUCCESSOR COMPANY
SECTION 5.01. When Issuer May Merge or Transfer Assets	74
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default	76
SECTION 6.02. Acceleration	78
SECTION 6.03. Other Remedies	78
SECTION 6.04. Waiver of Past Defaults	79
SECTION 6.05. Control by Majority	79
SECTION 6.06. Limitation on Suits	79
SECTION 6.07. Rights of the Holders to Receive Payment	80
SECTION 6.08. Collection Suit by Trustee	80
SECTION 6.09. Trustee May File Proofs of Claim	80
SECTION 6.10. Priorities	80
SECTION 6.11. Undertaking for Costs	81
SECTION 6.12. Waiver of Stay or Extension Laws	81
SECTION 6.13. Restoration of Rights and Remedies	81
ARTICLE 7
TRUSTEE
SECTION 7.01. Duties of Trustee	82
SECTION 7.02. Rights of Trustee	83
SECTION 7.03. Individual Rights of Trustee	84
SECTION 7.04. Trustee’s Disclaimer	84
SECTION 7.05. Notice of Defaults	85
SECTION 7.06. Reports by Trustee to the Holders	85
SECTION 7.07. Compensation and Indemnity	85
SECTION 7.08. Replacement of Trustee	86

ii

SECTION 7.09. Successor Trustee by Merger	87
SECTION 7.10. Eligibility; Disqualification	87
SECTION 7.11. Preferential Collection of Claims Against Issuer	87
ARTICLE 8
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01. Discharge of Liability on Securities; Defeasance	88
SECTION 8.02. Conditions to Defeasance	89
SECTION 8.03. Application of Trust Money	90
SECTION 8.04. Repayment to Issuer	90
SECTION 8.05. Indemnity for U.S. Government Obligations	91
SECTION 8.06. Reinstatement	91
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.01. Without Consent of the Holders	91
SECTION 9.02. With Consent of the Holders	93
SECTION 9.03. Compliance with Trust Indenture Act	94
SECTION 9.04. Revocation and Effect of Consents and Waivers	94
SECTION 9.05. Notation on or Exchange of Securities	94
SECTION 9.06. Trustee to Sign Amendments	95
SECTION 9.07. Additional Voting Terms	95
ARTICLE 10
NOTE GUARANTEES
SECTION 10.01. Note Guarantees	95
SECTION 10.02. Limitation on Note Guarantor Liability	97
SECTION 10.03. No Waiver	98
SECTION 10.04. Modification	98
SECTION 10.05. Execution of Supplemental Indenture for Future Guarantors	99
SECTION 10.06. Non-Impairment	99
ARTICLE 11
MISCELLANEOUS
SECTION 11.01. Trust Indenture Act Controls	99
SECTION 11.02. Notices	99
SECTION 11.03. Communication by the Holders with Other Holders	100
SECTION 11.04. Certificate and Opinion as to Conditions Precedent	100
SECTION 11.05. Statements Required in Certificate or Opinion	100
SECTION 11.06. When Securities Disregarded	101
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar	101
SECTION 11.08. Legal Holidays	101
SECTION 11.09. Governing Law	101
SECTION 11.10. No Recourse Against Others	101

iii

SECTION 11.11. Successors	101
SECTION 11.12. Multiple Originals	101
SECTION 11.13. Table of Contents; Headings	102
SECTION 11.14. Indenture Controls	102
SECTION 11.15. Severability	102
SECTION 11.16. Waiver of Jury Trial	102
SECTION 11.17. U.S.A. Patriot Act	102
SECTION 11.18. Force Majeure	102

Appendix A — Provisions Relating to Initial Securities, Additional Securities and Exchange Securities

EXHIBIT INDEX
Exhibit A —	Initial Security
Exhibit B —	Exchange Security
Exhibit C —	Form of Transferee Letter of Representation
Exhibit D —	Form of Supplemental Indenture

iv

INDENTURE dated as of December 22, 2010 among RES-CARE, INC., a Kentucky corporation (the “Issuer”), the Note Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $200,000,000 aggregate principal amount of the Issuer’s 10.75% Senior Notes due January 15, 2019 (the “Original Securities”) issued on the date hereof, (b) any Additional Securities that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the “Initial Securities”) and (c) if and when issued as provided in the Registration Rights Agreement or otherwise registered under the Securities Act and issued, the Issuer’s 10.75% Senior Notes due January 15, 2019 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”) issued in the Registered Exchange Offer in exchange for any Initial Securities or otherwise registered under the Securities Act and issued in the form of Exhibit B. Subject to the conditions and compliance with the covenants set forth herein, the Issuer may issue an unlimited aggregate principal amount of Additional Securities.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.

“Acquired Indebtedness” means, with respect to any specified Person:

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of such specified Person, and

(2)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

provided that any Indebtedness of such other Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Security on any applicable redemption date, the greater of

(1)           1.0% of the then outstanding principal amount of the Security; and

(2)           the excess of

(a)           the present value at such redemption date of (i) the redemption price of the Security, at January 15, 2015 as set forth in Paragraph 5 of the applicable Security plus (ii) all required interest payments due on such Security through January 15, 2015 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)           the then outstanding principal amount of the Security.

“Asset Sale” means:

(1)           the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a “disposition”) or

(2)           the issuance or sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary of the Issuer (other than to the Issuer or another Restricted Subsidiary of the Issuer) (whether in a single transaction or a series of related transactions), in each case other than:

(a)           a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out, no longer used or useful equipment or property or dispositions of inventory or goods (or other assets) or surplus, in each case, in the ordinary course of business;

(b)           the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control;

(c)           any Permitted Investment or Restricted Payment that is permitted to be made, and is made, under Section 4.04;

(d)           any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value of less than $10.0 million;

2

(e)           any transfer or disposition of property or assets by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

(f)            sales of assets received by the Issuer or any of its Restricted Subsidiaries upon the foreclosure on a Lien;

(g)           any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h)           the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable or other current assets held for sale in the ordinary course of business including, without limitation, any collateral;

(i)            the lease, assignment, sublease, license or sub-license of any real or personal property or intellectual property in the ordinary course of business;

(j)            a sale of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;

(k)           a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

(l)            any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to or for use in a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer, which in the event of an exchange of assets with a Fair Market Value in excess of $15.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Issuer or any direct or indirect parent of the Issuer;

(m)          the grant in the ordinary course of business of any license or sublicense of patents, trademarks, know-how and any other intellectual property;

(n)           any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by the Indenture or the note documents;

(o)           the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business, including the unwinding of Hedging Obligations;

(p)           foreclosures, condemnations or any similar action on assets;

3

(q)           any financing transaction with respect to the acquisition or construction of property by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale/Leaseback Transactions and asset securitizations permitted by this Indenture; and

(r)            the sale (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business.

“Board of Directors” means as to any Person, the board of directors or managers, sole member or managing member, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

“Capital Stock” means:

(1)           in the case of a corporation, corporate stock;

(2)           in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)           in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)           any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer or any Note Guarantor described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1)           U.S. Dollars, pounds sterling, euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

4

(2)           securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3)           certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4)           repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)           commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6)           readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7)           Indebtedness issued by Persons (other than the Sponsor or any of its Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

(8)           municipal securities rated at least “A1” or the equivalent thereof by Moody’s or S&P (ore reasonably equivalent ratings of another internationally recognized agency);

(9)           money market funds with next day liquidity and non-fluctuating net asset values investing in securities of the types described in clauses (1) through (8) above, rated at least “A1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(10)         investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (9) above; and

(11)         instruments equivalent to those referred to in clauses (1) through (7) above denominated in Euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent

5

reasonably required in connection with (a) any business conducted by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the jurisdiction where such Investment is made.

“Change of Control” means the occurrence of any of the following events:

(a)           the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or

(b)           the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer, or any direct or indirect parent of the Issuer.

Notwithstanding the foregoing, no Specified Merger/Transfer Transaction shall constitute a Change of Control.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Consolidated Interest Expense” means, with respect to any Person and its Restricted Subsidiaries for any period, the sum, without duplication, of

(1)           interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the Issuer’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges (including any interest but excluding the interest component associated with any pension or other post-employment benefit expense) related to any Receivables Financing);

(2)           consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; and

(3)           the amounts of any Restricted Payments made pursuant to Section 4.04(b)(xiii)(B).

6

less interest income for such period;

provided that, for purposes of calculating Consolidated Interest Expense, no effect shall be given to any interest expense associated with the discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of the Indebtedness to which such Consolidated Interest Expense relates.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to the Issuer and its Restricted Subsidiaries for any period, the aggregate of the Net Income of the Issuer and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1)           any net after-tax extraordinary, nonrecurring, non-operating or unusual gains or losses or income or expenses (including the effect of all fees and expenses relating thereto), including, without limitation, any expenses related to any reconstruction, any severance or relocation expenses and fees, any restructuring costs, any retention payments, any expenses or charges related to any Equity Offering, Permitted Investment, acquisition (including earn-out provisions) or Indebtedness permitted to be Incurred by this Indenture (in each case, whether or not successful) and any fees, expenses, charges or payments made under or contemplated by the Transactions or otherwise related to the Transactions, shall be excluded;

(2)           the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(3)           any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded;

(4)           any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuer) shall be excluded;

(5)           any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(6)           the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting (other than a Note Guarantor), shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period;

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(7)           solely for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(3)(A), the Net Income for such period of any Restricted Subsidiary (other than any Note Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that (x) the net loss of any such Restricted Subsidiary shall be included therein and (y) the Consolidated Net Income of the Issuer shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to the Issuer, to the extent not already included therein;

(8)           any expenses or charges (other than Consolidated Non-cash Charges) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the Incurrence or repayment of Indebtedness permitted to be Incurred by this Indenture (including a refinancing thereof) (whether or not successful), including such fees, expenses or charges related to the offering and/or issuance of the Securities, any amendment or other modification of the Securities or other Indebtedness, (iii) any additional interest in respect of the Securities and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Financing, shall be excluded;

(9)           any non-cash impairment charges, goodwill write-off or asset write-off resulting from the application of GAAP, and the amortization of intangibles arising under GAAP, shall be excluded;

(10)         any non-cash compensation expense realized from employee benefit plans or other post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

(11)         (a)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by GAAP shall be excluded;

(12)         unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness resulting from the application of GAAP shall be excluded;

(13)         any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and expenses after the Issue Date related to employment of terminated employees, or (d) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights

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existing on the Issue Date of officers, directors and employees, in each case of the Issuer or any of its Restricted Subsidiaries, shall be excluded;

(14)         effects of purchase accounting adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Issuer and the Restricted Subsidiaries), resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof shall be excluded;

(15)         accruals and reserves, contingent liabilities, and any gains and losses on the settlement of any pre-existing contractual or non-contractual relationships as a result of the Transactions that are established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded; and

(16)         solely for purposes of calculating EBITDA, the Net Income of the Issuer and its Restricted Subsidiaries that are Note Guarantors shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except that dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties shall be included.

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under clauses (E) and (F) of Section 4.04(a)(3).

“Consolidated Non-cash Charges” means, with respect to the Issuer and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, compensation, rent and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any non-cash charges referred to in this definition represent an accrual or reserve for any potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to such extent paid.

“Consolidated Senior Secured Debt Ratio” as of any date of determination means the ratio of (1) (x) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by a Lien minus (y) the aggregate amount of cash and Cash Equivalents (which shall be free and clear of any Liens) of the Issuer and its Restricted Subsidiaries determined on a consolidated basis as reflected on the balance sheet in accordance with GAAP, in each case of

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clause (x) and (y) as of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (except that, for purposes of determining the amount of Consolidated Total Indebtedness pursuant to clause (1) of this definition, the amount of revolving Indebtedness under the Credit Agreement and any other revolving credit facility shall be computed based upon the period-ending value of such Indebtedness during the applicable period).

“Consolidated Taxes” means, with respect to the Issuer and its Restricted Subsidiaries any Person and its Restricted Subsidiaries on a consolidated basis for any period, provision for taxes based on income, profits or capital, including, without limitation, state franchise and similar taxes, and including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with Section 4.04(b)(xiii)(C) which shall be included as though such amounts had been paid as income taxes directly by such Person.

“Consolidated Total Indebtedness” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance with GAAP, consisting of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes or similar instruments.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (referred to in this definition as the “primary obligations”) of any other Person (referred to in this definition as the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1)           to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2)           to advance or supply funds:

(a)           for the purchase or payment of any such primary obligation; or

(b)           to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

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(3)           to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer after the Issue Date, provided that such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof.

“Credit Agreement” means (i) the amended and restated credit agreement entered into on the Issue Date, among the Issuer, certain Subsidiaries of the Issuer, the parent companies of the Issuer party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, L/C Issuer and Swing Line Lender, and the other lenders and agents party thereto, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased, replaced or refunded in whole or in part from time to time.

“Credit Agreement Indebtedness” means any Indebtedness under a Credit Agreement that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6) of the definition of Permitted Liens with respect to Indebtedness incurred pursuant to Section 4.03(b)(i).

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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“Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of the Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of the Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.04(a)(3).

“Disqualified Stock” means any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, in each case at the option of the holder thereof), or upon the happening of any event:

(1)           matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the Securities and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the Securities (including the purchase of any Securities tendered pursuant thereto)),

(2)           is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3)           is redeemable at the option of the holder thereof, in whole or in part (other than as a result of a change of control or asset sale),

in each case prior to 91 days after the maturity date of the Securities; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or the Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“EBITDA” means, with respect to the Issuer and its Restricted Subsidiaries for any period, the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1)           Consolidated Taxes; plus

(2)           Consolidated Interest Expense; plus

(3)           Consolidated Non-cash Charges; plus

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(4)           the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor (or any accruals relating to such fees and related expenses) during such period to the extent otherwise permitted under Section 4.07; plus

(5)           the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Financing; plus

(6)           any other non-cash charges; provided that for purposes of this clause (6), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made; plus

(7)           commencing on the first anniversary of the Issue Date, the amount of net cost savings, operational improvements and synergies projected by the Issuer in good faith to be realized as a result of specific actions taken or to be taken (in the good faith determination of the Issuer) and which are expected to be realized within 12 months of the date thereof in connection with the Transactions, future acquisitions and cost saving, restructuring and other similar initiatives (which cost savings shall be added back to EBITDA until fully realized and calculated on a pro forma basis as though such costs savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable; plus

(8)           any costs or expenses Incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or a Note Guarantor or the net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the amount available for Restricted Payments under Section 4.04(a)(3)(A); plus

(9)           any ordinary course dividend, distributions or other payment paid in cash and received from any Person in excess of amounts included in clause (7) pursuant to the definition of “Consolidated Net Income”; plus/minus

(10)         gains or losses due solely to fluctuations in currency values and the related tax effects; plus/minus

(11)         gains or losses due to the net after-tax effect of clause (1), (3) and (4) in the definition “Consolidated Net Income” in calculating Consolidated Net Income;

less, without duplication, non-cash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

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“Equity Offering” means any public or private sale after the Issue Date of common stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

(1)           public offerings with respect to such Person’s common stock registered on Form S-8;

(2)           issuance to any Subsidiary of the Issuer; and

(3)           any such public or private sale that constitutes an Excluded Contribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Contributions” means the net cash proceeds and Cash Equivalents received by or contributed to the Issuer or the Note Guarantors after the Issue Date from:

(1)           contributions to its common or preferred equity capital, and

(2)           the sale (other than to the Issuer or a Restricted Subsidiary or management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer or any direct or indirect parent,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by an Officer of the Issuer, the proceeds of which are excluded from the calculation set forth in Section 4.04(a)(3).

“Existing Notes” means the Issuer’s 73/4% Senior Notes due 2013 to the extent outstanding on the Issue Date.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the Issuer).

“Fixed Charge Coverage Ratio” means, with respect to the Issuer and its Restricted Subsidiaries for any period, the ratio of EBITDA of the Issuer and its Restricted Subsidiaries for such period to the Fixed Charges of the Issuer and its Restricted Subsidiaries for such period. In the event that the Issuer or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (referred to in this definition as the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

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For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and operational changes, that the Issuer or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each referred to in this definition as a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers (including the Transactions), consolidations, discontinued operations and operational changes (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became the Issuer or a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made or effected any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation, or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings and operating expense reductions for which specified actions are taken or committed to be taken within 12 months after the closing date of such pro forma event and have been realized or are expected to be realized within 12 months after the closing date of such pro forma event (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period as if such cost savings and operating expense reductions were realized during the entirety of such period) relating to such pro forma event, net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by the chief financial officer of the Issuer shall be delivered to the Trustee certifying that and setting forth in detail (x) such cost savings and operating expense reductions are reasonably expected and factually supportable in the good faith judgment of the Issuer, (y) such actions are to be taken within 12 months after the consummation of the acquisition, disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings and expense reductions, (B) no cost savings or operating expense reductions shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and operating expense reductions added pursuant to this definition in any period of four consecutive fiscal quarters shall not exceed (1) with respect to any individual acquisition or disposition, 10% of the EBITDA attributable to such acquired or disposed entity or assets for such period of four consecutive fiscal quarters and (2) for all other initiatives that do not result from acquisitions or dispositions, 10% of EBITDA (prior to giving effect to this definition) in the aggregate for any period of four consecutive fiscal quarters and (D) projected amounts (and not yet realized) may no longer be added in calculating EBITDA pursuant to this definition to the extent occurring more than four

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full fiscal quarters after the specified action taken in order to realize such projected cost savings and operating expense reductions.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of

(1)           Consolidated Interest Expense of such Person for such period, and

(2)           all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof or the District of Columbia or any direct or indirect Subsidiary of such Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. At any time after the date of the indenture, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the indenture); provided that any such election, once made, shall be irrevocable; provided further, that any calculation or determination in the indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the holders of notes.

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“guarantee” means, as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness of another Person.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1)           currency exchange, interest rate or commodity Swap Agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2)           other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holder” means the Person in whose name a Security is registered on the Registrar’s books.

“Holdings” means Onex ResCare Holdings Corp. and its successors.

“Incur” means, with respect to any Indebtedness, issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, with respect to any Person:

(1)           the principal and premium (if any) of any Indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, (d) in respect of Capitalized Lease Obligations, or (e) representing any net obligations under Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2)           to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another

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Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

(3)           to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

provided that (a) Contingent Obligations Incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Financings, (c) Obligations associated with other post-employment benefits and pension plans and (d) any operating leases as such instruments would be determined in accordance with GAAP on the Issue Date, other than any operating lease in connection with a Sale/Leaseback Transaction, shall be deemed not to constitute Indebtedness.

“Indenture” means this Indenture as amended, restated, supplemented or otherwise modified from time to time.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Issuer, its direct or indirect parent or the Issuer, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Securities, Inc. and U.S. Bancorp Investments, Inc.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB-(or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1)           securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition,

(2)           securities that have a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB-(or the equivalent) by S&P, or an equivalent rating by any other Rating Agency,

(3)           investments in any fund that invests at least 95% of its assets in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(4)           corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

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“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, directors, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:

(1)           “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a)           the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less

(b)           the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2)           any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

“Issue Date” means December 22, 2010.

“Issuer” has the meaning set forth in the Preamble to this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture and thereafter “Issuer” shall mean such successor Person.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, in priority, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in, any filing authorized by or on behalf of the relevant grantor of or any agreement by the relevant grantor to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means one or more management services agreements, dated on or about the Issue Date between the Issuer or any of its Affiliates and the Sponsor, or any successor agreement between the Issuer, or the Issuer or any of its Affiliates and the

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Sponsor, as may be amended, supplemented or otherwise modified from time to time; provided that such amendments, supplements or modifications are not materially adverse to the Holders as determined in good faith by the Issuer.

“Management Investor” means any Person who is a director, officer or otherwise a member of management of the Issuer, any of the Restricted Subsidiaries or any of its direct or indirect parent companies on the Issue Date immediately after giving effect to the Transactions.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Cash Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Note Guarantee” means a guarantee of the Securities pursuant to this Indenture.

“Note Guarantor” means any Person that Incurs a Note Guarantee; provided that upon the release or discharge of such Person from its Note Guarantee in accordance with this Indenture, such Person ceases to be a Note Guarantor.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Securities shall not include fees or indemnification in favor of the Trustee and other third parties other than the Holders of the Securities.

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“Offering Memorandum” means the offering memorandum relating to the offering of the Original Securities dated December 16, 2010.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating Officer, the Chief Accounting Officer, any Executive Vice President, Senior Vice President, Vice President or Assistant Vice President, the General Counsel, the Controller, the Treasurer, the Assistant Treasurer, the Secretary or Assistant Secretary of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by any one Officer, who must be the principal executive officer, the principal financial officer, the treasurer, general counsel, secretary, assistant secretary, vice president or the principal accounting officer of the Issuer that meets the requirements set forth in this Indenture and delivered to the Trustee.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the requirements set forth in this Indenture. The counsel may be an employee of or counsel to the Issuer or any affiliate of the Issuer.

“Paying Agent” means an office or agency maintained by the Issuer pursuant to the terms of the Indenture, where Securities may be presented for payment.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.06.

“Permitted Holders” means (i) the Sponsor, (ii) the Management Investors, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any Permitted Holder specified in clause (i) above, holds more than 50% of the total voting power of the Voting Stock thereof, and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any Permitted Holder specified in clauses (i) or (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (referred to in this definition as a “Permitted Holder Group”), so long as no Person or other “group” (other than a Permitted Holder specified in clause (i) and (iii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group, together with its Affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter constitute an additional Permitted Holder.

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“Permitted Investments” means:

(1)           any Investment in the Issuer (including the Securities) or any Restricted Subsidiary of the Issuer;

(2)           any Investment in Cash Equivalents or Investment Grade Securities;

(3)           any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;

(4)           any Investment in securities or other assets, including earn-outs, not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.06 or any other disposition of assets not constituting an Asset Sale;

(5)           any Investment (x) existing on the Issue Date, (y) made pursuant to binding commitments in effect on the Issue Date and (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y), provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended;

(6)           loans and advances to employees not in excess of $5.0 million outstanding at any one time in the aggregate; provided that, to the extent the Issuer and its Subsidiaries are subject to the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the Issuer and its Subsidiaries shall comply in all material respects with such provisions, rules and regulations as they pertain to such loans and advances;

(7)           any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or in settlement of delinquent obligations of or other disputes with, the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8)           Hedging Obligations permitted under Section 4.03(b)(x);

(9)           additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding, not to exceed $35.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

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(10)         loans and advances to officers, directors and employees for business related travel expenses, moving and relocation expenses and other similar expenses, in each case Incurred in the ordinary course of business;

(11)         Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.04(a)(3);

(12)         any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 4.07(b) (except transactions described in clauses (ii), (iv), (v), (viii), (xv), (xxii), (xxiii) and (xxiv) of such Section);

(13)         Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(14)         guarantees issued in accordance with Sections 4.03 and 4.10;

(15)         any Investment by the Issuer or Restricted Subsidiaries in other Restricted Subsidiaries and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries;

(16)         Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(17)         any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

(18)         Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with Section 4.06;

(19)         Investments in joint ventures of the Issuer or any of its Restricted Subsidiaries existing on the Issue Date and additional Investments in joint ventures in an aggregate amount not to exceed $35.0 million at any one time outstanding;

(20)         Investments in connection with Sale/Leaseback Transactions not to exceed $25.0 million at any one time outstanding;

(21)         Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into or consolidated with a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments

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were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(22)         Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; and

(23)         the forgiveness or conversion to equity of any Indebtedness permitted under Section 4.03, other than Indebtedness owing by any Affiliate of the Issuer or any of its Subsidiaries.

“Permitted Liens” means with respect to any Person:

(1)           pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2)           Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

(3)           Liens for taxes, assessments or other governmental charges (i) which are not yet due or payable or (ii) which are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP;

(4)           Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5)           minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use, control or regulation of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely

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affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6)Liens Incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to clauses (i), (iv), (xii) or (xix) of Section 4.03(b); provided that, (x) in the case of clause (iv), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any income or profits thereof; and (y) in the case of clause (xix), such Lien does not extend to the property or assets (or income or profits therefrom) of any Restricted Subsidiary other than a Foreign Subsidiary that is not a Note Guarantor;

(7)Liens existing on the Issue Date;

(8)Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

(9)Liens on assets or on property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets or property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other assets or property owned by the Issuer or any Restricted Subsidiary of the Issuer;

(10)Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary of the Issuer permitted to be Incurred in accordance with Section 4.03;

(11)Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13)leases, subleases, licenses or sublicenses of real, personal or intellectual property (including any interest or title of a lessor, sublessor, licensor or sublicensor arising therefrom) which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries;

(14)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

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(15)Liens in favor of the Issuer or any Note Guarantor;

(16)Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing;

(17)deposits made in the ordinary course of business to secure liability to insurance carriers;

(18)Liens on the Equity Interests of Unrestricted Subsidiaries;

(19)grants of software and other technology licenses in the ordinary course of business;

(20)judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(21)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(22)Liens Incurred to secure Hedging Obligations or cash management services (and other “bank products”), owed to a lender, or an affiliate thereof, under the Credit Agreement;

(23)Liens on equipment of the Issuer or any Restricted Subsidiary of the Issuer granted in the ordinary course of business to the Issuer’s or such Restricted Subsidiary’s client at which such equipment is located;

(24)Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(25)other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed the greater of (x) $50.0 million and (y) 5.0% of Total Assets of the Issuer and its Restricted Subsidiaries at any one time outstanding;

(26)Liens solely on cash advances or any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or

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purchase agreement permitted hereunder and Liens consisting of an agreement to sell or otherwise dispose of any property permitted hereunder;

(27)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.03; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(28)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(29)Liens securing the Notes and the Note Guarantees;

(30)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

(31)any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(32)Liens securing Indebtedness permitted to be incurred pursuant to Section 4.03 in an amount not to exceed the maximum amount of Indebtedness such that the Consolidated Senior Secured Debt Ratio (at the time of incurrence of such Indebtedness after giving pro forma effect thereto in a manner consistent with the calculation of the Fixed Charge Coverage Ratio) would not be greater than 2.75 to 1.00;

(33)Liens on (i) receivable and related assets including proceeds thereof being sold in factoring arrangements entered into in the ordinary course of business and (ii) healthcare receivables in connection with Medicare or Medicaid anti-assignment provisions;

(34)Liens in connection with Sale/Leaseback Transactions not to exceed $25.0 million at any one time outstanding; and

(35)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint venture, association,

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joint-stock company, trust, bank trust company, land trust, business trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity whether legal or not.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or redemptions upon liquidation, dissolution or winding up.

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1)the Board of Directors of the Issuer shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Subsidiary,

(2)all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Issuer), and

(3)the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Issuer or any Restricted Subsidiary of the Issuer (other than a Receivables Subsidiary) to secure any Indebtedness shall not be deemed a Qualified Receivables Financing.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Securities for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any parent of the Issuer as a replacement agency for Moody’s or S&P, as the case may be.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Issuer or any Subsidiary of the Issuer pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts

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receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and:

(a)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(b)with which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believe to be no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, and

(c)to which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors

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of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Issue Date, among the Issuer, the Note Guarantors and the Initial Purchasers.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon an Unrestricted Subsidiary’s ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.

“Sale/Leaseback Transaction” means an arrangement relating to assets or property now owned or hereafter acquired by the Person whereby the Issuer or a Restricted Subsidiary transfers such assets or property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to the rating agency business thereof.

“SEC” means the U.S. Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” within the meaning of Rule 1-02 under the Securities Act.

“Similar Business” means any business engaged in by the Issuer or any Restricted Subsidiaries on the Issue Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and the Restricted Subsidiaries are engaged on the Issue Date.

“Sponsor” means Onex Corporation and/or one or more investment funds advised, managed or controlled by Onex Corporation and, in each case (whether individually or as a group) their Affiliates, any investment funds that have granted to the foregoing control in respect of their investment in the Issuer, Holdings or any of their Subsidiaries, and the Management Investors.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a

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Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Securities and (b) with respect to any Note Guarantor, any Indebtedness of such Note Guarantor which is by its terms subordinated in right of payment to its Note Guarantee.

“Subsidiary” means, with respect to any Person (1) any corporation, unlimited liability company, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof at the time of determination owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities (including, for the avoidance of doubt, resin), equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any of the Subsidiaries shall be a Swap Agreement.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as amended.

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“Total Assets” means the total consolidated assets of the Issuer and the Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries prepared in conformity with GAAP.

“Transactions” means, collectively, the transactions contemplated by the Agreement and Plan of Share Exchange, dated as of September 6, 2010, between Onex Rescare Acquisition LLC and Res-Care, Inc., and the other transactions in connection therewith and contemplated in the Offering Memorandum as of the date thereof or incidental thereto.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to January 15, 2015; provided, however, that if the period from such redemption date to January 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means, when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust Department (or any successor unit or department) of the Trustee and responsible for administering this Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject and who gives substantive attention to administering this Indenture.

“Trustee” means the party named as such in the Preamble to this Indenture until a successor replaces it and, thereafter, means the successor.

“Unrestricted Subsidiary” means:

(1)any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(2)any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer but excluding the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:

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(a)the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b)if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(x)(1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be no less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

(y)no Event of Default shall have occurred and be continuing.

Any such designation by the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means securities that are:

(1)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each

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successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02.  Other Definitions.

	Defined in
Term	Section
“Additional Securities”	2.01
“Agent Members”	Appendix A
“Affiliate Transaction”	4.07(a)
“Asset Sale Offer”	4.06(b)
“Bankruptcy Law”	6.01
“Clearstream”	Appendix A
“Change of Control Offer”	4.08(b)
“covenant defeasance option”	8.01
“Covenant Suspension Event”	4.13(a)
“Custodian”	6.01
“Definitive Security”	Appendix A
“Depository”	Appendix A
“Distribution Compliance Period”	Appendix A
“Euroclear”	Appendix A
“Event of Default”	6.01
“Excess Proceeds”	4.06(b)
“Exchange Offer Registration Statement”	Appendix A
“Exchange Securities”	Preamble
“Global Securities”	Appendix A
“Global Securities Legend”	Appendix A
“Guaranteed Obligations”	10.01
“IAI”	Appendix A
“incorporated provision”	11.01
“Initial Purchasers”	Appendix A
“Initial Securities”	Preamble
“legal defeasance option”	8.01
“Notice of Default”	6.01
“Offer Period”	4.06(d)
“Original Securities”	Preamble

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“Paying Agent”	2.04(a)
“Permitted Debt”	4.03 (b)
“protected purchaser”	2.08
“Purchase Agreement”	Appendix A
“QIB”	Appendix A
“Refinancing Indebtedness”	4.03 (b)(xiv)
“Refunding Capital Stock”	4.04(b)(ii)(A)
“Registration Rights Agreement”	Appendix A
“Registered Exchange Offer”	Appendix A
“Registrar”	2.04(a)
“Regulation S”	Appendix A
“Regulation S Global Securities”	Appendix A
“Regulation S Securities”	Appendix A
“Restricted Payment”	4.04(a)
“Restricted Securities Legend”	Appendix A
“Retired Capital Stock”	4.04(b)(ii)(A)
“Reversion Date”	4.13(b)
“Rule 501”	Appendix A
“Rule 144A”	Appendix A
“Rule 144A Global Securities”	Appendix A
“Rule 144A Securities”	Appendix A
“Successor Guarantor”	5.01(b)
“Securities”	Preamble
“Securities Custodian”	Appendix A
“Shelf Registration Statement”	Appendix A
“Specified Merger/Transfer Transaction”	5.01(a)
“Successor Company”	5.01(a)(i)
“Suspended Covenants”	4.13(a)
“Suspension Period”	4.13(b)
“Transfer Restricted Definitive Securities”	Appendix A
“Transfer Restricted Global Securities”	Appendix A
“Unrestricted Definitive Security”	Appendix A
“Unrestricted Global Security”	Appendix A

SECTION 1.03.  Incorporation by Reference of Trust Indenture Act. This Indenture incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities and the Note Guarantees. “indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

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“obligor” on the indenture securities means the Issuer, the Note Guarantors and any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

Notwithstanding the foregoing, the TIA and the terms and provisions thereof shall not apply to this Indenture until such time as the Issuer and the Note Guarantors qualify this Indenture under the TIA.

SECTION 1.04.  Rules of Construction. Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)“including” means including without limitation;

(e)words in the singular include the plural and words in the plural include the singular;

(f)the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

(g)the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(h)unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;

(i)“$” and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts;

(j)whenever in this Indenture or in any Security there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Securities, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof; and

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(k)for any periods or dates which the Issuer does not have historical financial statements available, it shall be entitled to use and rely on the financial statements of its predecessor or successor (as the case may be).

ARTICLE 2

THE SECURITIES

SECTION 2.01.  Amount of Securities; Issuable in Series. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $200,000,000. The Securities may be issued in one or more series. All Securities of any one series shall be substantially identical except as to denomination.

The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount (such Securities, “Additional Securities”), so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 2.07, 2.08, 2.09, 2.10, 3.06, 3.08, 4.08(c) or Appendix A hereto), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities:

(1)whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);

(2)the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture;

(3)the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;

(4)if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and

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(5)if applicable, that such Additional Securities that are not Transfer Restricted Definitive Securities shall not be issued in the form of Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B.

If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities.

SECTION 2.02.  Form and Dating. Provisions relating to the Initial Securities and the Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Initial Securities and the Trustee’s certificate of authentication, and any Additional Securities (if issued as Transfer Restricted Definitive Securities) and the Trustee’s certificate of authentication, shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Securities and the Trustee’s certificate of authentication, and any Additional Securities issued other than as Transfer Restricted Definitive Securities and the Trustee’s certificate of authentication, shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or any Note Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Security shall be dated the date of its authentication. The Securities shall be issuable only in fully registered form without coupons and only in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

SECTION 2.03.  Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $200,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such Authentication Order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities.

An Officer of the Issuer shall sign the Securities for the Issuer by manual or facsimile signature.

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If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.04.  Registrar and Paying Agent.

(a)The Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.

(b)The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

(c)The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

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SECTION 2.05.  Paying Agent to Hold Money in Trust. Prior to 11:00 a.m., New York City time, on each due date of the principal of and interest on any Security, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Securities, and shall notify the Trustee in writing of any default by the Issuer in making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. During the continuance of a Default under this Indenture, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06.  Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.07.  Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and upon receipt of an Authentication Order the Trustee shall authenticate Securities at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the sending or mailing of a notice of redemption of the Securities to be redeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.

Prior to the due presentation for registration of transfer of any Security, the Issuer, the Note Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, any

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Note Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary.

Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

SECTION 2.08.  Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer, to protect the Issuer, the Trustee, a Paying Agent and the Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuer.

The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.09.  Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation those paid pursuant to Section 2.08 and those described in this Section 2.09 as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

If a Security is replaced pursuant to Section 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected purchaser. A

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mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.08.

If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10.  Temporary Securities. In the event that Definitive Securities are to be issued under the terms of this Indenture, until such Definitive Securities are ready for delivery, the Issuer may prepare and the Trustee upon receipt of an Authentication Order shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and upon receipt of an Authentication Order the Trustee shall authenticate Definitive Securities and make them available for delivery in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder. Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as Definitive Securities.

SECTION 2.11.  Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Securities in accordance with its customary procedures or deliver copies of canceled Securities to the Issuer pursuant to written direction by an Officer of the Issuer. The Issuer may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

SECTION 2.12.  Defaulted Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest then borne by the Securities (plus interest on such defaulted interest to the extent lawful), in any lawful manner. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date and shall promptly send, mail or cause to be sent or mailed to each affected Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.13.  CUSIP Numbers, ISINs, etc. The Issuer in issuing the Securities may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Securities or as contained in any notice of a redemption, that reliance may be placed only on the other identification numbers printed on the Securities and that any such redemption shall not be

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affected by any defect in or omission of such numbers. The Issuer shall as soon as practicable advise the Trustee in writing of any change in the CUSIP numbers, ISINs and “Common Code” numbers.

SECTION 2.14.  Calculation of Specified Percentage of Securities. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Securities, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Securities, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of determination, of the Securities then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 11.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate.

ARTICLE 3

REDEMPTION

SECTION 3.01.  Redemption. The Securities may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Securities set forth in Exhibit A and Exhibit B hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the redemption date.

SECTION 3.02.  Applicability of Article. Redemption of Securities at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture (including the optional redemption provisions of paragraph 5 of the applicable Security), shall be made in accordance with such provision and this Article 3.

SECTION 3.03.  Notices to Trustee. If the Issuer elects to redeem Securities pursuant to the optional redemption provisions of Paragraph 5 of the applicable Security, it shall notify the Trustee in writing of (i) the particular part of Paragraph 5 of the Security pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities to be redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph at least 30 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the applicable Security, unless a shorter period is acceptable to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect.

SECTION 3.04.  Selection of Securities to Be Redeemed. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or if such Securities are not so listed, pro rata or by lot or such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements and the procedures of DTC); provided that the Trustee shall not select Securities for redemption which would result in a Holder of Securities with a principal amount of Securities less than the minimum denomination. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for

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redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be in amounts of $2,000 or a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed.

SECTION 3.05.  Notice of Optional Redemption.

(a)At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Security, the Issuer shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Securities are to be redeemed to such Holder’s registered address or otherwise in accordance with the procedures of the Depository; provided that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction or discharge of this Indenture or defeasance of the Notes pursuant to the Indenture.

Any such notice shall identify the Securities to be redeemed and shall state:

(i)the redemption date;

(ii)the redemption price and the amount of accrued interest to the redemption date;

(iii)the name and address of a Paying Agent;

(iv)that Securities called for redemption must be surrendered to a Paying Agent to collect the redemption price, plus accrued interest;

(v)if fewer than all the outstanding Securities are to be redeemed, the certificate numbers (if applicable) and principal amounts of the particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption;

(vi)that, unless the Issuer defaults in making such redemption payment or any Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(vii)the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and

(viii)that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Securities.

In addition, any such redemption may be subject to satisfaction of one or more conditions precedent, provided that in such case, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date

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may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.

(b)At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days (unless a shorter period is acceptable to the Trustee) prior to the redemption date, an Officer’s Certificate requesting that the Trustee give such notice. In such event, the Issuer shall provide the Trustee in writing with the information required by this Section 3.05.

SECTION 3.06.  Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.05, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice (except to the extent such redemption is conditional as set forth in Section 3.05). Upon surrender to any Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date; provided, however, that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.07.  Deposit of Redemption Price. Prior to 11:00 a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary of the Issuer is a Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Securities or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, premium (if any), plus accrued and unpaid interest and Additional Interest (if any) on, the Securities to be redeemed, unless a Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture.

SECTION 3.08.  Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and upon receipt of an Authentication Order the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

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ARTICLE 4

COVENANTS

SECTION 4.01.  Payment of Securities. The Issuer shall promptly pay the principal of and interest, on the Securities on the dates and in the manner provided in the Securities and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if by 11:00 a.m. New York City time on such date the Trustee or any Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or any Paying Agent, as the case may be, are not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate borne by the Securities to the extent lawful.

SECTION 4.02.  Reports and Other Information. Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC),

(a)within 90 days after the end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), and

(c)promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8-K by the SEC), such other reports on Form 8-K (or any successor or comparable form);

provided, however, that the Issuer shall not be so obligated to file such reports with the SEC prior to the date that it files a registration statement with the SEC, or in the event that the SEC does not permit such filing, in which event the Issuer shall put such information on its website, in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, further, that until such time as the Issuer is subject to Section 13 or 15(d) of the Exchange Act: (x) such reports shall not be

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required to contain any exhibit, or comply with (i) Item 10(e) of Regulation S-K promulgated by the SEC or (ii) Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC; and (y) such reports shall not be required to contain the separate financial statements contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. In addition, annual and quarterly reports provided pursuant to clauses (a) and (b) above shall include in footnote form, condensed consolidating financial information together with separate columns for: (i) the Issuer; (ii) the Note Guarantors on a combined basis; (iii) any other Subsidiaries of the Issuer on a combined basis; (iv) consolidating adjustments; and (v) the total consolidated amounts.

In addition, the Issuer will make such information available to prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders of the Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders of the Securities if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filings have been made. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in clauses (a), (b) and (c) of this Section 4.02.

The Issuer will also hold quarterly conference calls for the Holders of the Securities to discuss financial information for the previous quarter; provided that the Issuer will not be required to hold any such conference call if the Issuer has determined, based on the advice of its counsel, that the holding of such conference call is not in the best interest of the Issuer and presents a material risk to the Issuer with respect to its filings with the SEC or the timing of any potential securities offering.

In the event that any direct or indirect parent of the Issuer is or becomes a Note Guarantor, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent.

Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(e) until 120 days after the date any report hereunder is due.

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Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officer’s Certificates).

SECTION 4.03  Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)The Issuer (i) shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Restricted Subsidiaries that are not Note Guarantors shall not exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets of the Issuer and its Restricted Subsidiaries at any one time outstanding pursuant to this Section 4.03(a).

(b)The limitations set forth in Section 4.03(a) shall not apply to (collectively, “Permitted Debt”):

(i)the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under any Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount not to exceed $340.0 million outstanding at any one time; provided that the Issuer and its Restricted Subsidiaries may Incur up to $85.0 million of additional Indebtedness under any Credit Agreement to satisfy obligations under drawn letters of credit;

(ii)the Incurrence by the Issuer and the Note Guarantors of Indebtedness represented by the Original Securities and the Note Guarantees, as applicable (and any Exchange Securities and guarantees thereof);

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(iii)Indebtedness and Preferred Stock existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b));

(iv)Indebtedness (including without limitation Capitalized Lease Obligations, mortgage financings or purchase money obligations) Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries to finance, all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets used or useful in the business of the Issuer or its Restricted Subsidiaries or in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount, including all Indebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets of the Issuer and its Restricted Subsidiaries at the time of Incurrence, at any one time outstanding;

(v)Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(vi)Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary of the Issuer providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or a Subsidiary of the Issuer in accordance with the terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(vii)Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to any current, future or former director, officer, consultant or employee of the Issuer, the direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer (or any of their Affiliates), or their estates or the beneficiaries of such estates to finance the purchase, redemption, acquisition or retirement for value of Equity Interests to the extent described in Section 4.04(b)(ii);

(viii)shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock;

(ix)Indebtedness or Disqualified Stock of the Issuer or a Restricted Subsidiary to another Restricted Subsidiary or to the Issuer; provided that if the Issuer or a Note Guarantor Incurs such Indebtedness or issues such Disqualified Stock to a Restricted

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Subsidiary that is not a Note Guarantor, such Indebtedness or Disqualified Stock, as applicable, is subordinated in right of payment to the Note Guarantee of such Note Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness or Disqualified Stock, as applicable, ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock, as applicable (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness or Disqualified Stock, as applicable;

(x)Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

(xi)obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance obligations or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(xii)Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed $35.0 million at any one time outstanding;

(xiii)any guarantee by the Issuer or its Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Securities or the Note Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Note Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Note Guarantor’s Note Guarantee with respect to the Securities substantially to the same extent as such Indebtedness is subordinated to the Securities or the Note Guarantee of such Restricted Subsidiary, as applicable;

(xiv)the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock that serves to refund, refinance, replace or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under Section 4.03(a) and clauses (ii), (iii), (vii), (xiv), (xvii), (xx) and (xxi) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to

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pay premiums, fees and expenses in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(1)has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced;

(2)if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;

(3)to the extent such Refinancing Indebtedness refinances (x) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;

(4)is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus (y) the amount of premium, fees and expenses Incurred in connection with such refinancing; and

(5)shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Note Guarantor that refinances Indebtedness of the Issuer or a Note Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

(xv)(a) Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business; and (b) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within fifteen Business Days of its Incurrence;

(xvi)Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer supported by a letter of credit or bank guarantee issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(xvii)Contribution Indebtedness;

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(xviii)Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xiv)Indebtedness of Foreign Subsidiaries of the Issuer that are not Note Guarantors in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets at any one time outstanding;

(xx)Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

(xxi)(a) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary incurred to finance an acquisition or (b) Acquired Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer; provided that, in either case, after giving effect to the transactions that result in the incurrence or issuance thereof, on a pro forma basis, either (1) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (2) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be less than immediately prior to such transactions; provided, however, that on a pro forma basis, no more than $50.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred or issued by a Restricted Subsidiary of the Issuer that is not a Note Guarantor pursuant to this Section 4.03(b)(xxi) shall be incurred or issued and outstanding;

(xxii)Indebtedness incurred by the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Securities;

(xxiii)Note Guarantees (a) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under this Indenture;

(xxiv)Indebtedness incurred in connection with Sale/Leaseback Transactions not to exceed $25 million at any one time outstanding, and any refinancing, refunding, renewal or extension of any such Indebtedness, provided that, except to the extent otherwise permitted hereunder, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and the direct and contingent obligors with respect to such Indebtedness are not changed; and

(xxv)Indebtedness representing deferred compensation to employees of the Issuer (or any direct or indirect parent of the Issuer) and its Restricted Subsidiaries incurred in the ordinary course of business.

(c)For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof)

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meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.03; provided that all Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) of Section 4.03(b), but the Issuer shall be permitted to reclassify all or any portion of such Indebtedness. Accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies shall not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Note Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03.

(d)For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.

(e)For all purposes under this Indenture (1) unsecured Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because it is unsecured and (2) Senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

SECTION 4.04.  Limitation on Restricted Payments.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

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(i)declare or pay any dividend or make any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving the Issuer (other than dividends, payments or distributions (A) payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or to the Issuer and its Restricted Subsidiaries; or (B) by a Restricted Subsidiary or the Issuer so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities):

(ii)purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

(iii)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (viii) and (ix) of Section 4.03(b)); or

(iv)make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2)immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under Section 4.03(a); and

(3)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (ii) (with respect to Refunding Capital Stock), (vi), (viii), (xiii)(B) and (xvi) of Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the sum of, without duplication;

(A)50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from October 1, 2010 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

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(B)100% of the aggregate net proceeds, including cash and the Fair Market Value of marketable securities or other assets other than cash, received by the Issuer after the Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent of the Issuer (excluding (without duplication) Refunding Capital Stock, Designated Preferred Stock, Cash Contribution Amount, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon conversion of Indebtedness or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries), plus

(C)100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value of marketable securities or other property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock and Disqualified Stock and the Cash Contribution Amount), plus

(D)the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, of the Issuer or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to the Issuer or another Restricted Subsidiary) that has been converted into or exchanged for Equity Interests in the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), plus

(E)100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value of marketable securities or other property other than cash received by the Issuer or any Restricted Subsidiary from:

(I)the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Subsidiaries) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (vii) of Section 4.04(b)),

(II)the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary, or

(III)any distribution or dividend from an Unrestricted Subsidiary (to the extent such distribution or dividend is not already included in the calculation of Consolidated Net Income), plus

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(F)in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has been merged or consolidated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, in each case after the Issue Date, the Fair Market Value of the Investment of the Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (vii) of Section 4.04(b) or constituted a Permitted Investment), plus

(G)without duplication, in the event the Issuer or any Restricted Subsidiary of the Issuer makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Issuer, an amount equal to the fair market value of the existing Investment in such Person that was previously treated as a Restricted Payment.

(b)The provisions of Section 4.04(a) shall not prohibit:

(i)the payment of any dividend or distribution or consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of this Indenture;

(ii)(A) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Issuer or any direct or indirect parent of the Issuer or any Note Guarantor or Subordinated Indebtedness of the Issuer or any Note Guarantor in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to the Issuer or any Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) (collectively, including any such contributions, “Refunding Capital Stock”); and (B) (i) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock (ii) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under Section 4.04(b)(vi), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount no greater than the aggregate amount per year of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement;

(iii)the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Note Guarantor made by exchange for, or

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out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or any Note Guarantor that is Incurred in accordance with Section 4.03 so long as:

(A)the principal amount of such new Indebtedness does not exceed the principal amount (or accredited value, if applicable) of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value (plus the amount of any premium to be paid plus any fees and expenses Incurred in connection therewith);

(B)such Indebtedness is subordinated to the Securities or the related Note Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(C)such Indebtedness has a final scheduled maturity date no earlier than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(D)such Indebtedness has a Weighted Average Life to Maturity that is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(iv)the purchase, retirement, redemption or other acquisition (or dividends to any direct or indirect parent of the Issuer to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director or consultant of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer or their estates or the beneficiaries of such estates pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other similar agreement or arrangement, including any Equity Interests rolled over by management of the Issuer in connection with the Transaction; provided, however, that the aggregate amounts paid under this clause (iv) do not exceed $10.0 million in any calendar year (which shall increase to $20.0 million in any calendar year subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent of the Issuer); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(A)the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to members of management, directors or consultants of the Issuer and its Restricted Subsidiaries or any other direct or indirect parent of the Issuer that occurs after the Issue Date (to the extent such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend have not otherwise been applied to the payment of Restricted Payments under Section 4.04(a)(3)); plus

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(B)the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) and its Restricted Subsidiaries after the Issue Date;

(provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year); in addition, cancellation of Indebtedness owing to the Issuer from any current or former officer, director or employee (or any permitted transferees thereof) of the Issuer or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Issuer from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of this Indenture;

(v)the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries and any Preferred Stock of any of its Restricted Subsidiaries issued or Incurred in accordance with Section 4.03;

(vi)(a) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date, (b) the declaration and payment of dividends to the Issuer or any direct or indirect parent of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer issued after the Issue Date; provided, however, that the aggregate amount of dividends declared and paid pursuant to this clause (vi) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date and (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to Section 4.04(b)(ii); provided, however, in the case of each of (a), (b) and (c) of this clause (vi), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would have been at least 2.00 to 1.00;

(vii)Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed $35.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value), at any one time outstanding;

(viii)the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent of the Issuer to fund the payment by any direct or indirect parent of the Issuer of dividends on such entity’s common stock) of up to 6.0% per annum of the net proceeds received by the Issuer from

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any public offering of common stock or contributed to the Issuer or any direct or indirect parent of the Issuer from any public offering of common stock;

(ix)Restricted Payments that are made with Excluded Contributions;

(x)other Restricted Payments in an aggregate amount not to exceed $25.0 million at any one time outstanding;

(xi)the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries;

(xii)[Reserved];

(xiii)the payment of dividends, other distributions or other amounts to, or the making of loans to any direct or indirect parent of the Issuer, in the amount required for such entity to, if applicable:

(A)pay amounts equal to the amounts required for any direct or indirect parent of the Issuer to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, reasonable and customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of the Issuer or any direct or indirect parent of the Issuer, if applicable, and reasonable and customary general corporate operating and overhead expenses of any direct or indirect parent of the Issuer, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Issuer, if applicable, and its Subsidiaries; and

(B)pay, if applicable, amounts equal to amounts required for any direct or indirect parent of the Issuer to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by, and is considered Indebtedness of, the Issuer or any of its Restricted Subsidiaries Incurred in accordance with Section 4.03; and

(C)federal, state and local income taxes due and owing by the Issuer, to the extent such income taxes are paid by such parent;

(D)pay fees and expenses Incurred by any direct or indirect parent of the Issuer, other than to Affiliates of the Issuer, related to any unsuccessful equity or debt offering of such parent; and

(E)payments to the Sponsor (a) pursuant to the Management Agreement or any amendment thereto (so long as such amendment is not less advantageous to the Holders of the Securities in any material respect than the Management Agreement) or (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking

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activities, including, without limitation, in connection with acquisitions or divestitures, in each case to the extent permitted under Sections 4.07(b)(xi) and (xii).

(xiv)(i) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(xv)purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

(xvi)the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Issuer and its Restricted Subsidiaries pursuant to provisions similar to those described under Section 4.06 and Section 4.08; provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Issuer (or a third party to the extent permitted by this Indenture) have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Securities as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all Securities validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be;

(xvii)any joint venture may make Restricted Payments required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Equity Interests;

(xviii)any Restricted Payments made in connection with the consummation of the Transactions, including payments made after the Issue Date;

(xix)Restricted Payments made after the Issue Date to repurchase or redeem any Existing Notes not tendered in connection with the Transactions;

(xx)the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Issuer;

(xxi)the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries and preferred stock of any Restricted Subsidiary issued or incurred in accordance with the covenant described under Section 4.03; and

(xxii)payments or distributions, in the nature of satisfaction of dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Issuer provided, however,

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that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (vi), (vii), (viii), (x), (xi), (xvi) and (xxi) of this Section 4.04(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

(c)the Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

(d)For purposes of this Section 4.04, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Issuer may divide and classify such Investment or Restricted Payment in any manner that complies with this covenant and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

SECTION 4.05.  Dividend and Other Payment Restrictions Affecting  Subsidiaries. the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a)(i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(b)make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(c)sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by reason of

(1)contractual encumbrances or restrictions in effect or entered into or existing on the Issue Date, including pursuant to the Credit Agreement and related documentation;

(2)this Indenture, the Securities and any Exchange Securities and guarantees thereof;

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(3)applicable law or any applicable rule, regulation or order;

(4)any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(5)contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;

(6)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(7)customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements;

(8)purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(9)customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease;

(10)any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;

(11)other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date pursuant to Section 4.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payment on the Securities (as determined by the Issuer in good faith);

(12)any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment;

(13)arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof;

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(14)existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(15)any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 4.06.  Asset Sales.

(a)the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless:

(1)the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; and

(2)except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of

(i)any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto, or as would be shown on such balance sheet or notes if such liability was incurred subsequent to the date of such balance sheet) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement that releases or indemnifies the Issuer or such Restricted Subsidiary, as the case may be, from further liability, or that are assumed or released as a matter of law;

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(ii)any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), and

(iii)any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $35.0 million and (y) 4.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)

shall each be deemed to be Cash Equivalents for the purposes of this Section 4.06.

(b)Within 390 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Cash Proceeds from such Asset Sale, at its option:

(i)to repay Indebtedness, other than any Disqualified Stock or Subordinated Indebtedness (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) (provided that (x) to the extent that the terms of such Indebtedness, other than any capital markets debt securities, require that such Indebtedness is repaid with the Net Cash Proceeds of Asset Sales prior to repayment of other Indebtedness, the Issuer shall be entitled to repay such other Indebtedness prior to repaying the Obligations under the Securities and (y) subject to the foregoing clause (x), if the Issuer or any Note Guarantor shall so reduce Indebtedness, the Issuer will equally and ratably reduce Obligations under the Securities by redeeming Securities as provided in Article 3, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of notes);

(ii)to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary), assets, or property or capital expenditures, in each case used or useful in a Similar Business;

(iii)to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary), properties or assets that replace the businesses, properties and assets that are the subject of such Asset Sale;

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(iv)          to repay Indebtedness and other obligations of a Restricted Subsidiary that is not a Note Guarantor, other than Indebtedness owed to the Issuer or a Note Guarantor; or

(v)           any combination of the foregoing.

provided that the Issuer and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clauses (ii) and (iii) of this Section 4.06(b) if and to the extent that, within 390 days after the Asset Sale that generated the Net Cash Proceeds, the Issuer has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Similar Business, make an Investment in replacement assets or make a capital expenditure in compliance with the provision described in clauses (ii) and (iii) of this paragraph, and that acquisition, purchase or capital expenditure is thereafter completed within 180 days after the end of such 390-day period.

Pending the final application of any such Net Cash Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture. Any Net Cash Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the immediately preceding paragraph (it being understood that any portion of such Net Cash Proceeds used to make an offer to purchase Securities, as described in clause (i) above, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer to all Holders of Securities (and, at the option of the Issuer, to holders of any other Indebtedness, other than any Disqualified Stock or Subordinated Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Securities (and such other Indebtedness), that is at least $2,000 and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such other Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such other Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $25.0 million by mailing or electronically sending the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. To the extent that the aggregate amount of Securities (and such other Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities (and such other Indebtedness) surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuer may satisfy the foregoing obligations with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to the expiration of the relevant 390 days or with respect to Excess Proceeds of $25.0 million or less.

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(c)           The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(d)           Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee is greater than the purchase price of the Securities tendered, the Trustee shall deliver the excess to the Issuer promptly after the expiration of the Offer Period for application in accordance with Section 4.06.

(e)           Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuer or transfer by book-entry transfer, to the Issuer or a Depository (if appointed by the Issuer), at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Depository, Trustee or the Issuer receives not later than two Business Days prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Security purchased. If at the end of the Offer Period more Securities (and such other Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Securities for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or if such Securities are not so listed, on a pro rata basis or by lot or such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements and the procedures of DTC); provided that no Securities of $2,000 or less shall be purchased in part. Selection of such other Indebtedness will be made pursuant to the terms of such other Indebtedness.

(f)            Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or sent electronically, at least 30 but not more than 60 days before the purchase date to each Holder of Securities at such Holder’s registered address. If any Security is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that has been or is to be purchased.

SECTION 4.07.  Transactions with Affiliates.

(a)           The Issuer shall not, and shall not permit any Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan,

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advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $1.0 million, unless:

(i)            such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(ii)           with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer or any direct or indirect parent of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above.

(b)           The provisions of Section 4.07(a) shall not apply to the following:

(i)            (A) transactions between or among the Issuer and/or any of the Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (B) any merger or consolidation of any direct parent company of the Issuer; provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;

(ii)           (x) Restricted Payments permitted by Section 4.04 and (y) Permitted Investments;

(iii)          the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary or any direct or indirect parent of the Issuer;

(iv)          transactions in which the Issuer or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a);

(v)           payments or loans (or cancellation of loans, advances or guarantees) or advances to employees or consultants of the Issuer, Holdings, or any Restricted Subsidiary or guarantees in respect thereof for bona fide business purposes of the Issuer in the ordinary course of business;

(vi)          any agreement as in effect as of the Issue Date and any amendment thereto or any transaction contemplated thereby; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any such future amendment to any such existing agreement entered into after the Issue Date shall only be permitted by this clause (vi) to the extent that the terms of any such

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existing agreement together with all amendments thereto, taken as a whole, are not otherwise more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the Issue Date;

(vii)         the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (vii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the Holders of the Securities in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date;

(viii)        (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and the Restricted Subsidiaries in the reasonable determination of the Issuer, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries on commercially reasonable terms entered into in the ordinary course of business;

(ix)           any transaction effected as part of a Qualified Receivables Financing;

(x)            the sale or issuance of Equity Interests (other than Disqualified Stock) of the Issuer;

(xi)           the payment of annual management, consulting, monitoring and advisory fees to the Sponsor pursuant to the Management Agreement to the Sponsor in an aggregate amount in any fiscal year not to exceed $1.0 million, plus all out-of-pocket reasonable expenses Incurred by the Sponsor or any of its Affiliates in connection with the performance of management, consulting, monitoring, advisory or other services with respect to the Issuer and its Restricted Subsidiaries (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Management Agreement not to exceed the amount set forth in the Management Agreement as in effect on the Issue Date or any amendment, supplement or modification thereto (so long as any such amendment, supplement or modification is not materially adverse to the holders as determined in good faith by the Issuer);

(xii)          payments by the Issuer or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in

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respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Issuer or any direct or indirect parent of the Issuer in good faith and are in each case reasonable and customary in type and amount;

(xiii)         any contribution to the capital of the Issuer or any Restricted Subsidiary;

(xiv)        transactions permitted by, and complying with, the provisions of Section 5.01;

(xv)         transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such other Person;

(xvi)        pledges of Equity Interests of Unrestricted Subsidiaries;

(xvii)       any employment or severance agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(xviii)      the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith;

(xix)         the entering into of any tax sharing agreement or arrangement and any payments permitted by Section 4.04(b)(xiii)(C);

(xx)          transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions;

(xxi)         any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Issuer or any of its Restricted Subsidiaries with current, former or future officers and employees of the Issuer or any of its Restricted Subsidiaries and the payment of compensation to, and indemnity provided on behalf of, officers and employees of the Issuer or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

(xxii)        transactions with a Person that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Equity Interests in, or control, such Person entered into in the ordinary course of business;

(xxiii)       transactions pursuant to any contracts, instruments or other agreements or arrangements in each case as in effect on the date of the Indenture, and any transactions contemplated thereby, or any amendment, modification or supplement thereto or any

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replacement thereof entered into from time to time, as long as such agreement or arrangement as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuer and its Restricted Subsidiaries at the time

(xxiv)       executed than the original agreement or arrangement as in effect on the date of the Indenture; and

(xxiv)       transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all Holders of such class (and there are such non-Affiliate Holders) and such Affiliates are treated no more favorably than all other holders of such class generally.

SECTION 4.08.  Change of Control.

(a)           Upon the occurrence of a Change of Control, each Holder shall have the right to require the Issuer to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that it has exercised its right to redeem such Securities in accordance with Article 3 of this Indenture.

(b)           Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuer shall send electronically or mail a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee describing:

(i)            that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of the Holders of record on a record date to receive interest on the relevant interest payment date);

(ii)           the transaction or transactions that constitute a Change of Control;

(iii)          the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent); and

(iv)          the instructions determined by the Issuer that a Holder must follow in order to have its Securities purchased.

(c)           Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuer or transfer by book-entry transfer, to the Issuer or a Depository (if appointed by the Issuer), at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall

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be entitled to withdraw their election if the Depository, Trustee or the Issuer receives not later than two Business Days prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.

(d)           On the purchase date, all Securities purchased by the Issuer under this Section shall be delivered to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.

(e)           Notwithstanding the foregoing provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

(f)            At the time the Issuer deliver Securities to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s Certificate stating that such Securities are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.

(g)           Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with.

(h)           The Issuer shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue of such compliance.

(i)            A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control.

SECTION 4.09.  Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officer’s Certificate stating that in the course of the performance by the signer (who shall be the principal executive officer, principal financial officer or principal accounting officer) of his or her duties as an Officer of the Issuer such signer would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If such signer does, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with

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respect thereto. From the date on which this Indenture is qualified under the TIA, the Issuer also shall comply with Section 314(a)(4) of the TIA.

SECTION 4.10.  Future Guarantors. If the Issuer acquires or creates any Restricted Subsidiary after the Issue Date (unless such Subsidiary is (i) a Foreign Subsidiary that is not a guarantor under the Credit Agreement nor any capital markets debt of the Issuer or a Note Guarantor, (ii) a Receivables Subsidiary or (iii) already a Note Guarantor) that guarantees any Indebtedness of the Issuer or any Note Guarantor, the Issuer shall cause such Subsidiary, within 30 Business Days of the date that such Indebtedness has been guaranteed, (a) to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will become a Note Guarantor under this Indenture.

SECTION 4.11.  Liens. the Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) on any asset or property of the Issuer or such Restricted Subsidiary.

SECTION 4.12.  Maintenance of Office or Agency.

(a)           The Issuer shall maintain in the United States, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 11.02.

(b)           The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)           The Issuer hereby designates the corporate trust office of the Trustee or its agent, as such office or agency of the Issuer in accordance with Section 2.04.

SECTION 4.13.  Discharge and Suspension of Covenants.

(a)           If on any date following the Issue Date (i) the Securities have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer and its Restricted Subsidiaries will not be subject to the following covenants and provisions: Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.10 and clause (iv) of Section 5.01(a) (collectively, the “Suspended Covenants”).

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(b)           In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time pursuant to Section 4.13(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion  Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events.

(c)           Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero.

(d)           The Guarantees of the Note Guarantors will be suspended during the Suspension Period.

(e)           In the event of any reinstatement of the Suspended Covenants pursuant to Section 4.13(b), no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any Securities; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.04 had been in effect prior to, but not during, the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, and (2) all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be classified to have been Incurred or issued pursuant to clause (iii) of Section 4.03(b). In addition, for purposes of Section 4.07, all agreements and arrangements entered into by the Issuer or any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of Section 4.05, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by Section 4.05 will be deemed to have been existing on the Issue Date.

(f)            During any Suspension Period, the Issuer and its Restricted Subsidiaries will not be subject to the provisions of Section 4.08; provided that for purposes of determining the applicability of this Section 4.13(f), the Reversion Date shall be defined as the date that (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating and/or (b) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Securities below an Investment Grade Rating. On and after the Reversion Date as defined with respect to the provisions of Section 4.08, the Issuer and its Restricted Subsidiaries will thereafter again be subject to Section 4.08 including, without limitation, with respect to a proposed transaction described in clause (b) of this Section 4.13(f).

(g)           The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of any Covenant Suspension Event or Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any

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determination regarding the impact of actions taken during the Suspension Period on the Issuer’s and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of any Covenant Suspension Event or Reversion Date.

ARTICLE 5

SUCCESSOR COMPANY

SECTION 5.01. When Issuer May Merge or Transfer Assets.

(a)           The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(i)            the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not a corporation, a co-obligor of the Securities is a corporation organized or existing under such laws;

(ii)           the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture and the Securities pursuant to supplemental indentures or other documents or instruments;

(iii)          immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

(iv)          immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either

(A)          the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); or

(B)           the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would not be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(v)           if the Successor Company is other than the Issuer, each Note Guarantor, unless it is the other party to the transactions described above, shall have by supplemental

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indenture confirmed that its Note Guarantee shall apply to such Person’s obligations under this Indenture and the Securities; and

(vi)          the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture.

The Successor Company (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture and the Securities, and in such event, the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Securities. The foregoing clauses (iii) and (iv) shall not apply to (a) any merger, consolidation or sale, assignment, lease, transfer, conveyance or other disposition of assets between or among the Issuer, any of its Restricted Subsidiaries and/or any of the Note Guarantors or (b) any merger between the Issuer and an Affiliate of the Issuer, or between a Restricted Subsidiary and an Affiliate of the Issuer, in each case in this clause (b) solely for the purpose of reincorporating or reorganizing the Issuer or such Restricted Subsidiary, as the case may be, in another state of the United States, the District of Columbia or any territory of the United States (any transaction described in this sentence, a “Specified Merger/Transfer Transaction”).

(b)           Subject to the provisions of Section 10.02(c)(i), each Note Guarantor shall not, and the Issuer shall not permit any Note Guarantor to, consolidate or merge with or into or wind up into (whether or not such Note Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than the Transactions) (such Person, the “Successor Guarantor”) unless:

(i)            immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any of its Subsidiaries that are Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary that is a Restricted Subsidiary at the time of such transactions), no Default or Event of Default shall have occurred and be continuing;

(ii)           either (x) such sale or disposition or consolidation or merger is not in violation of Section 4.06; or (y) the Successor Guarantor formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and assumes all the obligations of that Note Guarantor the Indenture, its Note Guarantee and the Securities pursuant to supplemental indenture or other documents or instruments; and

(iii)          the Successor Guarantor (if other than such Note Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

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The Successor Guarantor shall succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and such Note Guarantor shall automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee. Notwithstanding the foregoing, (1) a Note Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Note Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Note Guarantor is not increased thereby, (2) a Note Guarantor may merge or consolidate with another Note Guarantor or the Issuer, and (3) a Note Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Note Guarantor.

(c)           Notwithstanding the foregoing, the merger of each of Onex Rescare Acquisition LLC and Onex Rescare Holdco II, LLC with and into the Issuer, with the Issuer, in each case, as the surviving corporation, as contemplated by the Offering Memorandum, will be permitted without compliance with this Section 5.01.

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An “Event of Default” occurs if

(a)           the Issuer defaults in any payment of interest on any Security of such series when the same becomes due and payable, and such default continues for a period of 30 days,

(b)           the Issuer defaults in the payment of principal or premium, if any, of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise,

(c)           the Issuer or any of its Restricted Subsidiaries fails to comply with the provisions of Section 5.01,

(d)           the Issuer or any of its Restricted Subsidiaries fails to comply with the provisions of Section 4.08 for 30 days after receipt of a related written Notice of Default as specified below,

(e)           the Issuer or any of its Restricted Subsidiaries fails to comply with any of its agreements contained in the Securities or this Indenture (other than those referred to in (a), (b), (c) or (d) above) and such failure continues for 60 days after receipt of a related written Notice of Default as specified below,

(f)            the Issuer or any Significant Subsidiary of the Issuer fails to pay any Indebtedness (other than Indebtedness owing to the Issuer or its Restricted Subsidiaries) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount

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of such Indebtedness unpaid or accelerated exceeds $35.0 million or its foreign currency equivalent,

(g)           the Issuer or any Significant Subsidiary of the Issuer pursuant to or within the meaning of any Bankruptcy Law:

(i)            commences a voluntary case;

(ii)           consents to the entry of an order for relief against it in an involuntary case;

(iii)          consents to the appointment of a Custodian of it or for any substantial part of its property; or

(iv)          makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency,

(h)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)            is for relief against the Issuer or any Significant Subsidiary of the Issuer in an involuntary case;

(ii)           appoints a Custodian of the Issuer or any Significant Subsidiary of the Issuer or for any substantial part of its property; or

(iii)          orders the winding up or liquidation of the Issuer or any Significant Subsidiary of the Issuer;

and the order or decree remains unstayed and in effect for 90 days,

(i)            the Issuer or any Significant Subsidiary of the Issuer fails to pay final and non-appealable judgments aggregating in excess of $35.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry thereof and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed, or

(j)            the Note Guarantee of a Significant Subsidiary of the Issuer ceases to be in full force and effect in any material respect (except as contemplated by the terms thereof) or any such Note Guarantor denies or disaffirms its obligations under this Indenture or any Note Guarantee and such Default continues for 21 days after notice of such Default shall have been given to the Trustee.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or

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pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (d) or (e) above shall not constitute an Event of Default until the Trustee notifies the Issuer in writing or the Holders of at least 30% of the aggregate principal amount of the outstanding Securities notify the Issuer and the Trustee in writing of the Default and the Issuer does not cure such Default within the time specified in clauses (d) or (e) above, as applicable, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer are taking or propose to take with respect thereto.

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(g) or (h) with respect to the Issuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 30% of the aggregate principal amount of outstanding Securities by written notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(g) or (h) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

In the event of any Event of Default specified in Section 6.01(f), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

SECTION 6.03.  Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

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The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

SECTION 6.04.  Waiver of Past Defaults. Provided the Securities are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the Securities by written notice (which may include consents obtained in connection with a purchase of, tender offer or exchange offer for the Securities) to the Trustee may waive an existing or past Default or Event of Default and its consequences except (x) a Default or Event of Default in the payment of the principal of or interest on a Security specified in Section 6.01(a) or (b), or (y) a Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05.  Control by Majority. The Holders of a majority in principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.06.  Limitation on Suits.

(a)           Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless:

(i)            the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

(ii)           the Holders of at least 30% of the aggregate principal amount of the Securities then outstanding make a written request to the Trustee to pursue the remedy;

(iii)          such Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(iv)          the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

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(v)           the Holders of a majority in principal amount of the Securities then outstanding do not give the Trustee a direction inconsistent with the request during such 60-day period.

(b)           A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders).

SECTION 6.07.  Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed or provided for in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.  Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Securities) and the amounts provided for in Section 7.07.

SECTION 6.09.  Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems reasonably necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuer or any Note Guarantor, their creditors or their property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.  Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

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FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Holders for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

THIRD: to the Issuer or, to the extent the Trustee collects any amount for any Note Guarantor, to such Note Guarantor.

The Trustee, upon prior written notice to the Issuer and the Note Guarantors, may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall send to each Holder and the Issuer a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.  Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities then outstanding.

SECTION 6.12.  Waiver of Stay or Extension Laws. Neither the Issuer nor any Note Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Note Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.13.  Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings or any other proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies hereunder of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

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ARTICLE 7

TRUSTEE

SECTION 7.01.  Duties of Trustee.

(a)           If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Except during the continuance of an Event of Default:

(i)            the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)           in the absence of willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)           The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)            this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii)           the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii)          the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and

(iv)          no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

(d)           Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

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(e)           The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f)            Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)           Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.

SECTION 7.02.  Rights of Trustee.

(d)           The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b)           Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on the Officer’s Certificate or Opinion of Counsel.

(c)           The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct, as applicable, does not constitute willful misconduct or negligence.

(e)           The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)            The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may each make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.

(g)           The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to

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this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(h)           The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in its capacity hereunder, and each agent, custodian and other Person employed to act hereunder.

(i)            In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next interest payment date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

(j)            In no event shall the Trustee, Paying Agent or Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

(k)           The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l)            The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

(m)          The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

SECTION 7.03.  Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04.  Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Note Guarantee or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer or any Note Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), (i) or (j), or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have

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actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 11.02 from the Issuer, any Note Guarantor or any Holder.

SECTION 7.05.  Notice of Defaults. If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall mail by first class mail to each Holder at the address set forth in the Notes Register notice of the Default or Event of Default within 90 days after it is actually known to a Trust Officer. Except in the case of a Default or Event of Default in payment of principal of, premium (if any), interest or Additional Interest (if any) on any Note (including payments pursuant to the optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Holders.

SECTION 7.06.  Reports by Trustee to the Holders. From the date on which this Indenture is qualified under the TIA within 60 days after April 15 of each year, the Trustee shall send to each Holder a brief report dated as of such April 15 that complies with Section 313(a) of the TIA if and to the extent required thereby (but if no event described in Section 313(a) of the TIA has occurred in the preceding 12 months, no report need to be transmitted). From the date on which this Indenture is qualified under the TIA, the Trustee shall also comply with Section 313(b)(2) of the TIA.

If and to the extent required by Section 313(d) of the TIA, a copy of each report at the time of its delivery to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify promptly the Trustee in writing whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.07.  Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time compensation for their services as agreed to in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer and each Note Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Note Guarantee against the Issuer or a Note Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuer, any Note Guarantor, any Holder or any other Person). The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or any Note Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the Note Guarantors, as applicable shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and the Note

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Guarantors, as applicable, and such parties in connection with such defense; provided further, that the Issuer shall not be obligated to pay the fees and expenses of more than one counsel to the indemnified parties. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct or negligence.

Notwithstanding anything to the contrary in this Indenture, to secure the Issuer’s and the Note Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities.

The Issuer’s and the Note Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(g) or (h) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 7.08.  Replacement of Trustee.

(a)           A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign with 60 days prior written notice by so notifying the Issuer. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer may remove the Trustee if:

(i)            the Trustee fails to comply with Section 7.10;

(ii)           the Trustee is adjudged bankrupt or insolvent;

(iii)          a receiver or other public officer takes charge of the Trustee or its property; or

(iv)          the Trustee otherwise becomes incapable of acting.

If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture.

(b)           If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

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(c)           A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07.

(d)           If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

(e)           If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)            Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.  Successor Trustee by Merger. If the Trustee or consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10.  Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met.

SECTION 7.11.  Preferential Collection of Claims Against Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section

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311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated. The Trustee hereby waives any right to set off any claim that it may have against the Issuer in any capacity (other than as Trustee) against any of the assets of the Issuer held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari passu with the Securities, then such waiver shall not apply to the extent of such Indebtedness.

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.  Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Securities when:

(a)           either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Note Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of redemption or maturity together with written irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(b)           the Issuer and/or the Note Guarantors have paid all other sums payable under this Indenture; and

(c)           the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of the Note Guarantors under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11 and 4.13 and the operation of Sections 5.01, 6.02(c), 6.01(d), 6.01(e) (with respect to any Default under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11 and 4.13), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h) (with respect to Significant Subsidiaries of the Issuer only), 6.01(i) and 6.01(j) (“covenant defeasance option”). The Issuer may exercise its legal

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defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Note Guarantor under its Note Guarantee of such Securities shall be terminated simultaneously with the termination of such obligations.

If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of its obligations under Article 4 other than Sections 4.01, 4.09 and 4.12), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h) (with respect to Significant Subsidiaries of the Issuer only), 6.01(i) and 6.01(j).

Upon satisfaction of the conditions set forth herein and upon written request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

(d)           Notwithstanding clause (a) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

SECTION 8.02.  Conditions to Defeasance.

(a)           The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(i)            the Issuer irrevocably deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and premium (if any) and interest on the applicable Securities when due at maturity or redemption, as the case may be;

(ii)           the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be;

(iii)          91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(g) or (h) with respect to the Issuer occurs which is continuing at the end of the period;

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(iv)          the deposit does not constitute a default under any other agreement binding on the Issuer;

(v)           in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that subject to customary assumptions, qualifications and exclusions, (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(vi)          in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions, qualifications and exclusions, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and

(vii)         the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (v) above need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

(b)           Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

SECTION 8.03.  Application of Trust Money. Subject to Section 8.04, the Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities so discharged or defeased.

SECTION 8.04.  Repayment to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon written request any money or U.S. Government Obligations held by it as provided in this Article 8 which, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the

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amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8.

Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.

SECTION 8.05.  Indemnity for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

SECTION 8.06.  Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of principal of or interest on, any such Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.  Without Consent of the Holders.

(a)           The Issuer and the Trustee may amend this Indenture, the Securities and the Note Guarantees without notice to or consent of any Holder:

(i)            to cure any ambiguity, omission, mistake, defect or inconsistency;

(ii)           to conform the text of this Indenture, the Securities or the Note Guarantees to any provision under the heading “Description of Notes” in the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Securities or the Note Guarantees;

(iii)          to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities in accordance with Section 5.01;

(iv)          to provide for the assumption by a successor Note Guarantor of the obligations of a Note Guarantor under this Indenture and its Note Guarantee in accordance with the requirements of Section 5.01;

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(v)           to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;

(vi)          to add or release a Note Guarantee with respect to the Securities in accordance with the terms of this Indenture and to comply with the provisions of Article 10;

(vii)         to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Note Guarantor;

(viii)        to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA;

(ix)           to effect any provision of this Indenture;

(x)            to make any change that does not materially adversely affect the rights of any Holder or that would provide any additional rights or benefits to the Holders;

(xi)           to make certain changes to this Indenture to provide for the issuance of Additional Securities and related guarantees;

(xii)          to provide for the issuance of the Exchange Securities in accordance with the terms of this Indenture and related guarantees;

(xiii)         to provide for the succession of any parties to this Indenture, the Securities and the Note Guarantees (and other amendments that are administrative or ministerial in nature), including in connection with any amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture;

(xiv)        to provide for a reduction in the minimum denominations of the Securities;

(xv)         to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted hereunder, including, without limitation, to facilitate the issuance and administration of the Securities, provided that compliance with this Indenture as so amended may not result in Securities being transferred in violation of the Securities Act or any applicable securities laws;

(xvi)        to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;

(xvii)       to provide for the assumption by one or more successors of the obligations of any of the Note Guarantors under this Indenture and the Note Guarantees; or

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(xviii)      to comply with the rules of any applicable securities depositary.

Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Issuer in the execution of such supplemental indenture.

SECTION 9.02.  With Consent of the Holders.

(a)           The Issuer and the Trustee may amend this Indenture, the Securities and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment may not (with respect to any Security held by a non-consenting Holder):

(i)            reduce the percentage of the aggregate principal amount of Securities whose Holders must consent to an amendment;

(ii)           reduce the rate of or extend the time for payment of interest on any Security;

(iii)          reduce the principal of or change the Stated Maturity of any Security;

(iv)          reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed (other than notice periods) in accordance with Article 3;

(v)           make any Security payable in money other than that stated in such Security;

(vi)          impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the date due or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities;

(vii)         make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02(a);

(viii)        expressly subordinate the Securities or any Note Guarantee or otherwise modify the ranking thereof to any other Indebtedness of the Issuer or any Note Guarantor; or

(ix)           modify the Note Guarantees in any manner materially adverse to the Holders.

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(x)            It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee, subject to its rights in Section 9.06, shall join with the Issuer in the execution of such supplemental indenture.

SECTION 9.03.  Compliance with Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04.  Revocation and Effect of Consents and Waivers.

(a)           A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the written notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the Issuer certifying that the requisite principal amount of Securities have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuer and the Trustee.

(b)           The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective unless obtained within 120 days after such record date.

SECTION 9.05.  Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Issuer may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue and upon receipt of an Authentication Order the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver.

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SECTION 9.06.  Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Officer’s Certificate stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and is the valid and binding obligation of the Issuer and any new Note Guarantor thereto pursuant to Section 10.06, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Note Guarantor under this Indenture.

SECTION 9.07.  Additional Voting Terms. All Securities issued under this Indenture shall vote and consent together on all matters (as to which any of such Securities may vote) as one class and no series of Securities will have the right to vote or consent as a separate class on any matter.

ARTICLE 10

NOTE GUARANTEES

SECTION 10.01.  Note Guarantees.

(a)           Subject to this Article 10, each of the Note Guarantors hereby jointly and severally irrevocably and unconditionally guarantees, as a guarantor and not as a surety, the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under this Indenture and the Securities, whether for payment of principal of, premium, if any, or interest or Additional Interest on the Securities, expenses, indemnification or otherwise (all such obligations guaranteed by such Note Guarantors being herein called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

(b)           Subject to Section 6.06, each Note Guarantor waives, to the extent permitted by applicable law, presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the failure of any Holder or Trustee to

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exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (v) any change in the ownership of such Note Guarantor, except as provided in Section 10.02(b).

(c)           Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor.

(d)           Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection).

(e)           Except as expressly set forth in Sections 8.01 and 10.02, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity.

(f)            Except as set forth in Sections 8.01 and 10.02, each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as set forth in Sections 8.01 and 10.02, each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(g)           In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee in respect of the Guaranteed Obligations.

(h)           Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Note Guarantor further agrees

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that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 hereof, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Note Guarantor for the purposes of this Section 10.01.

(i)            Each Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

(j)            Upon request of the Trustee, each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

(k)           Any Note Guarantee given by any direct or indirect parent of the Issuer may be released and discharged from all obligations under this Article 10 at any time upon written notice to the Trustee from such direct or indirect parent of the Issuer.

SECTION 10.02.  Limitation on Note Guarantor Liability.

(a)           Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Note Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture or the Note Guarantee, as each relates to such Note Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(b)           Each Note Guarantor that as of the date of this Indenture or thereafter is incorporated, organized or formed, as the case may be, under the laws of the United States, any State or Territory thereof or the District of Columbia (a “U.S. Note Guarantor”), and by its acceptance of Notes, each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the Note Guarantee of such U.S. Note Guarantor shall not constitute a fraudulent transfer or conveyance for purposes of, or otherwise be invalidated under, any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or under any other United States federal or state law or, to the extent applicable, any law of any other country or political subdivision thereof with respect to bankruptcy, insolvency, reorganization, fraudulent transfer, preference, moratorium or otherwise relating to or affecting the obligations of such U.S. Note Guarantor or the rights and remedies of creditors to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each U.S. Note Guarantor hereby irrevocably agree that the obligations of each U.S. Note Guarantor will be limited to the maximum amount that will, when taken together with and giving effect to (a) all contingent and fixed liabilities of such Note Guarantor, (b) any collections from, rights to receive contribution from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under this Article 10, and (c) all other factors, in each case that are relevant under such laws, result in the obligations of

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such Note Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

(c)           A Note Guarantee as to any Note Guarantor shall automatically terminate and be of no further force or effect and such Note Guarantor shall be deemed to be released and discharged from all obligations under this Article 10 upon:

(i)            the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Note Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Note Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture,

(ii)           the Issuer designating such Note Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.04 and the definition of “Unrestricted Subsidiary,”

(iii)          the release or discharge of the guarantee by such Note Guarantor of the Credit Agreement and the guarantee of, or the repayment of, the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Securities, except if a release or discharge is by or as a result of payment under such other guarantee,

(iv)          the Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Section 8.01 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture, or

(v)           upon release or discharge of all other Guarantees by such Note Guarantor of Indebtedness of the Issuer or any other Note Guarantor, except if a release or discharge is by or as a result of payment under such other guarantees.

SECTION 10.03.  No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

SECTION 10.04. Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Note Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Note Guarantor in any case shall entitle such Note Guarantor to any other or further notice or demand in the same, similar or other circumstances.

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SECTION 10.05.  Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Note Guarantor pursuant to Section 4.10, shall execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Note Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that such supplemental indenture is authorized or permitted by this Indenture.

SECTION 10.06.  Non-Impairment. The failure to endorse a Note Guarantee on any Security shall not affect or impair the validity thereof.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01.  Trust Indenture Act Controls. From the date on which this Indenture is qualified under the TIA, if and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

SECTION 11.02.  Notices.

(a)Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by first-class mail or electronic mail in .pdf format addressed as follows:

if to the Issuer or a Note Guarantor:

Res-Care, Inc.

9901 Linn Station Road

Louisville, KY 40223

Attn: General Counsel

Facsimile (502) 394-2206

if to the Trustee:

Wells Fargo Bank, National Association

45 Broadway, 14th Floor

New York, NY 10006

Corporate Trust Operations

Facsimile (212) 515-1589

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

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(b)Any notice or communication mailed to a Holder shall be mailed, first class mail, to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

(c)Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received.

Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository for such Security (or its designee), pursuant to the customary procedures of such Depository.

SECTION 11.03.  Communication by the Holders with Other Holders. The Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA.

SECTION 11.04.  Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:

(a)an Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b)an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with provided, however, that no such Opinion of Counsel shall be required in connection with the issuance of the Original Securities.

SECTION 11.05.  Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include:

(a)a statement that the individual making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(d)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however, that with respect to matters of fact in an Opinion of Counsel, counsel may rely on an Officer’s Certificate or certificates of public officials.

SECTION 11.06.  When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer, any Note Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Note Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in conclusively relying on any such direction, waiver or consent, only Securities which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

SECTION 11.07.  Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions.

SECTION 11.08.  Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.

SECTION 11.09.  Governing Law. THIS INDENTURE, THE SECURITIES AND ANY NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 11.10.  No Recourse Against Others. No director, officer, employee, incorporator or holder of any equity interests in the Issuer or any direct or indirect parent or any Note Guarantor, as such, shall have any liability for any obligations of the Issuer or the Note Guarantors under the Securities, the Note Guarantees or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.

SECTION 11.11.  Successors. All agreements of the Issuer and each Note Guarantor in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 11.12.  Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.

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SECTION 11.13.  Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 11.14.  Indenture Controls. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

SECTION 11.15.  Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 11.16.  Waiver of Jury Trial. EACH OF THE ISSUER, THE NOTE GUARANTORS, THE TRUSTEE, THE PAYING AGENT AND THE REGISTRAR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 11.17.  U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

SECTION 11.18.  Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use its best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

[The remainder of this page has intentionally been left blank.]

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SIGNATURES

Dated as of December 22, 2010
	RES-CARE, INC.
	By	/s/ Ralph G. Gronefeld, Jr.
	Name:	Ralph G. Gronefeld, Jr.
	Title:	President and Chief Executive
		Officer
	GUARANTORS LISTED ON
	SCHEDULE l
	(except Normal Life of Indiana and
	Educate Community Living Limited
	Partnership)
	By	/s/ David W. Miles
	Name:	David W. Miles
		Authorized Signatory
	NORMAL LIFE OF INDIANA, as Guarantor
	By:	Normal Life of Central Indiana, Inc.
	Its:	General Partner
	By	/s/ David W. Miles
	Name:	David W. Miles
	Title:	Treasurer
	EDUCARE COMMUNITY LIVING LIMITED
	PARTNERSHIP, as Guarantor
	By:	Community Alternatives Texas Partner Inc.
	Its:	General Partner
	By	/s/ David W. Miles
	Name:	David W. Miles
	Title:	Treasurer

[Signature Page Indenture]

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By	/s/ Raymund Delli Colli
Name:	Raymund Delli Colli
Title:	Vice President

Signature Page Indenture]

Schedule 1

Guarantors

NAME	STATE OF INCORPORATION/FORMATION
Accent Health Care, Inc.	Ohio
All Ways Caring Services, Inc.	Illinois
Alternative Choices, Inc.	California
Alternative Youth Services, Inc.	Delaware
Arbor E&T, LLC	Kentucky
Arbor PEO, Inc.	Delaware
B.W.J. Opportunity Centers, Inc.	Texas
Baker Management, Inc.	Missouri
Bald Eagle Enterprises, Inc.	Missouri
Bolivar Developmental Training Center, Inc.	Missouri
Braley & Thompson, Inc.	West Virginia
Capital TX Investments, Inc.	Delaware
Careers in Progress, Inc.	Louisiana
CATX Properties, Inc.	Delaware
CNC/Access, Inc.	Rhode Island
Community Advantage, Inc.	Delaware
Community Alternatives Home Care, Inc.	Kentucky
Community Alternatives Illinois, Inc.	Delaware
Community Alternatives Indiana, Inc.	Delaware
Community Alternatives Kentucky, Inc.	Delaware
Community Alternatives Missouri, Inc.	Missouri
Community Alternatives Mobile Nursing, Inc.	Kentucky
Community Alternatives Nebraska, Inc.	Delaware
Community Alternatives New Mexico, Inc.	Delaware
Community Alternatives of Washington D.C., Inc.	Washington, D.C.
Community Alternatives Pharmacy, Inc.	Delaware
Community Alternatives Texas Partner, Inc.	Delaware
Community Alternatives Virginia, Inc.	Delaware
Creative Networks, L.L.C.	Arizona
EduCare Community Living - Normal Life, Inc.	Texas
EduCare Community Living - Texas Living Centers, Inc.	Texas
EduCare Community Living Corporation - America	Delaware
EduCare Community Living Corporation - Gulf Coast	Texas
EduCare Community Living Corporation - Missouri	Missouri
EduCare Community Living Corporation - Nevada	Nevada
EduCare Community Living Corporation - New Mexico	New Mexico
EduCare Community Living Corporation - North Carolina	North Carolina

EduCare Community Living Corporation - Texas	Texas
EduCare Community Living Limited Partnership	Kentucky
Employ-Ability Unlimited, Inc.	Ohio
Franklin Career College Incorporated	California
General Health Corporation	Arizona
Habilitation Opportunities of Ohio, Inc.	Ohio
Hydesburg Estates, Inc.	Missouri
Individualized Supported Living, Inc.	Missouri
J. & J. Care Centers, Inc.	California
Job Ready, Inc.	Arkansas
Normal Life Family Services, Inc.	Louisiana
Normal Life of California, Inc.	California
Normal Life of Central Indiana, Inc.	Indiana
Normal Life of Georgia, Inc.	Georgia
Normal Life of Indiana	Indiana
Normal Life of Lafayette, Inc.	Louisiana
Normal Life of Lake Charles, Inc.	Louisiana
Normal Life of Louisiana, Inc.	Louisiana
Normal Life of Southern Indiana, Inc.	Indiana
Normal Life, Inc.	Kentucky
P.S.I. Holdings, Inc.	Ohio
PeopleServe, Inc.	Delaware
Pharmacy Alternatives, LLC	Kentucky
RAISE Geauga, Inc	Ohio
Res-Care Alabama, Inc.	Delaware
Res-Care Arkansas, Inc.	Delaware
Res-Care California, Inc.	Delaware
ResCare DTS International, LLC	Delaware
Res-Care Europe, Inc.	Delaware
ResCare Finance, Inc.	Delaware
Res-Care Florida, Inc.	Florida
Res-Care Idaho, Inc.	Delaware
Res-Care Illinois, Inc.	Delaware
ResCare International, Inc.	Delaware
Res-Care Iowa, Inc.	Delaware
Res-Care Kansas, Inc.	Delaware
Res-Care Michigan, Inc.	Delaware
Res-Care New Jersey, Inc.	Delaware
Res-Care Ohio, Inc.	Delaware
Res-Care Oklahoma, Inc.	Delaware
ResCare Pennsylvania Health Management Services, Inc.	Delaware
ResCare Pennsylvania Home Health Associates, Inc.	Delaware
Res-Care Premier, Inc.	Delaware
Res-Care Training Technologies, Inc.	Delaware
Res-Care Washington, Inc.	Delaware
Res-Care Wisconsin, Inc.	Delaware
Rest Assured, LLC	Kentucky

Rockcreek, Inc.	California
RSCR California, Inc.	Delaware
RSCR Inland, Inc.	California
RSCR West Virginia, Inc.	Delaware
Skyview Estates, Inc.	Missouri
Southern Home Care Services, Inc.	Georgia
Tangram Rehabilitation Network, Inc.	Texas
Texas Home Management, Inc.	Delaware
The Academy for Individual Excellence, Inc.	Delaware
The Citadel Group, Inc.	Texas
THM Homes, Inc.	Delaware
Upward Bound, Inc.	Missouri
VOCA Corp.	Ohio
VOCA Corporation of America	Ohio
VOCA Corporation of Florida	Florida
VOCA Corporation of Indiana	Indiana
VOCA Corporation of Maryland	Maryland
VOCA Corporation of New Jersey	New Jersey
VOCA Corporation of North Carolina	North Carolina
VOCA Corporation of Ohio	Ohio
VOCA Corporation of West Virginia, Inc.	West Virginia
VOCA of Indiana, LLC	Indiana
VOCA Residential Services, Inc.	Ohio
Youthtrack, Inc.	Delaware

APPENDIX A

PROVISIONS RELATING TO INITIAL SECURITIES, ADDITIONAL SECURITIES AND EXCHANGE SECURITIES

1.Definitions.

1.1Definitions.

For the purposes of this Appendix A the following terms shall have the meanings indicated below:

“Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency.

“Definitive Security” means a certificated Initial Security or Exchange Security (bearing the Restricted Securities Legend if the transfer of such Security is restricted by applicable law) that does not include the Global Securities Legend.

“Depository” means, with respect to the Securities, The Depository Trust Company, its nominees and their respective successors.

“Distribution Compliance Period,” with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee, and (b) the Issue Date, and with respect to any Additional Securities that are Transfer Restricted Definitive Securities, it means the comparable period of 40 consecutive days.

“Exchange Offer Registration Statement” means a registration statement filed by the Issuer in connection with the exchange offer related to the Initial Securities pursuant to the Registration Rights Agreement.

“Euroclear” means the Euroclear Clearance System or any successor securities clearing agency.

“Global Securities Legend” means the legend set forth under that caption in the applicable Exhibit to this Indenture.

“IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Initial Purchasers” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Securities LLC, U.S. Bancorp Investments, Inc. and such other initial purchasers party to the purchase agreement or future purchase agreements entered into in connection with an offer and sale of Securities.

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“Purchase Agreement” means (a) the Purchase Agreement dated December 16, 2010, among the Issuer, the Note Guarantors and the Initial Purchasers and (b) any other similar Purchase Agreement relating to Additional Securities.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registration Rights Agreement” means (a) the Registration Rights Agreement dated as of December 22, 2010 among the Issuer, the Note Guarantors and the Initial Purchasers relating to the Securities and (b) any other similar Registration Rights Agreement relating to Additional Securities.

“Registered Exchange Offer” means the offer by the Issuer, pursuant to the Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for their Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Securities” means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

“Restricted Securities Legend” means the legend set forth in Section 2.2(f)(i) of this Appendix A.

“Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. “Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Securities” means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee.

“Shelf Registration Statement” means a shelf registration statement filed by the Issuer in connection with the offer and sale of Initial Securities pursuant to the Registration Rights Agreement.

“Transfer Restricted Definitive Securities” means Definitive Securities and any other Securities that bear or are required to bear or are subject to the Restricted Securities Legend.

“Transfer Restricted Global Securities” means Global Securities bearing the Restricted Securities Legend.

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“Unrestricted Definitive Security” means Definitive Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.

“Unrestricted Global Security” means a Global Security that does not bear the Restricted Securities Legend.

1.2Other Definitions.

Term:	Defined in Section:
“Agent Members”	2.1(b)
“Global Securities”	2.1(b)
“Regulation S Global Securities”	2.1(b)
“Rule 144A Global Securities”	2.1(b)

2.The Securities.

2.1Form and Dating; Global Securities.

(a)The Initial Securities issued on the date hereof will be (i) offered and sold by the Issuer pursuant to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Securities offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more Purchase Agreements in accordance with applicable law.

(b)Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Global Securities”). The term “Global Securities” means, collectively, the Rule 144A Global Securities and the Regulation S Global Securities. The Global Securities shall bear the Global Security Legend. The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Securities Legend.

Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or under the Global Securities. The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository, Euroclear or Clearstream, as the case may

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be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(i)Transfers of Global Securities shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 2.2. In addition, a Global Security shall be exchangeable for Definitive Securities only if (i) the Depository (x) notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Security and the Issuer thereupon fails to appoint a successor depositary within 90 days or (y) has ceased to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed within 90 days, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Depository requests the issuance of Definitive Securities or (iii) the Issuer, at its option, notifies the Trustee that it elects to cause the issuance of Definitive Securities. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures.

(ii)In connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.

(iii)Any Transfer Restricted Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Securities Legend.

(iv)Notwithstanding the foregoing, through the Distribution Compliance Period, a beneficial interest in such Regulation S Global Security may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.

(v)The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture, the Securities or this Appendix A.

2.2Transfer and Exchange.

(a)Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(b). Global Securities will not be exchanged by the Issuer for Definitive Securities except under the circumstances described in

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Section 2.1(b)(ii). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of the Indenture. Beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.2(b) or 2.2(g) of this Appendix A.

(b)Transfer and Exchange of Beneficial Interests in Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Transfer Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Security in accordance with the transfer restrictions set forth in the Restricted Securities Legend; provided, however, that prior to the expiration of the Distribution Compliance Period, a Regulation S Global Security shall be a temporary global security for purposes of Rules 903 and 904 under the Securities Act, whether or not designated as such on the face of such Security and transfers of beneficial interests in a Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). A beneficial interest in an Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global  Securities. In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase; provided that in no event shall a beneficial interest in a Global Security be credited, or an Unrestricted Definitive Security be issued, to a Person who is an affiliate (as defined in Rule 144) of the Issuer. Upon the expiration of the Distribution Compliance Period, beneficial interests in the Regulation S Global Security may be exchanged for beneficial interests in a permanent Regulation S Global Security that is an Unrestricted Global Security upon receipt by the Trustee of a written certification from the transferor to the effect that such beneficial interests are owned either by non-U.S. persons or by U.S. persons who purchased those interests pursuant to an exemption from, or in transactions not subject to, the registration

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requirements of the Securities Act. If no such Regulation S Global Security that is an Unrestricted Global Security is then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of an Officer’s Certificate, a new Global Security in the appropriate principal amount. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in the Indenture, the Securities and this Appendix A or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

(iii)Transfer of Beneficial Interests to Another Transfer Restricted Global  Security. A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security; and

(B)if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security.

(iv)Transfer and Exchange of Beneficial Interests in a Transfer Restricted  Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

(A)if the holder of such beneficial interest in a Transfer Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security; or

(B)if the holder of such beneficial interest in a Transfer Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security,

and, in each such case, if the Issuer so requests or if the applicable rules and procedures of the Depository, Euroclear or Clearstream, as applicable, so require, an Opinion of Counsel to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain

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compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).

(v)Transfer and Exchange of Beneficial Interests in an Unrestricted Global Security for Beneficial Interests in a Transfer Restricted Global Security. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security.

(c)Transfer and Exchange of Beneficial Interests in Global Securities for  Definitive Securities. A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii).

(d)Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:

(i)Transfer Restricted Definitive Securities to Beneficial Interests in Transfer Restricted Global Securities. If any Holder of a Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a beneficial interest in a Transfer Restricted Global Security or to transfer such Transfer Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in a Transfer Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a beneficial interest in a Transfer Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security;

(B)if such Transfer Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;

(C)if such Transfer Restricted Definitive Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;

(D)if such Transfer Restricted Definitive Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;

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(E)if such Transfer Restricted Definitive Security is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Security, including the certifications, certificates and Opinion of Counsel, if applicable; or

(F)if such Transfer Restricted Definitive Security is being transferred to the Issuer or a Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Security;

the Trustee shall cancel the Transfer Restricted Definitive Security, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Security.

(ii)Transfer Restricted Definitive Securities to Beneficial Interests in   Unrestricted Global Securities. A Holder of a Transfer Restricted Definitive Security may exchange such Transfer Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Transfer Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following:

(A)(if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security; or

(B)if the Holder of such Transfer Restricted Definitive Securities proposes to transfer such Transfer Restricted Definitive Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security,

and, in each such case, if the Issuer so requests or if the applicable rules and procedures of the Depository, Euroclear or Clearstream, as applicable, so require, an Opinion of Counsel to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Securities and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Definitive Securities transferred or exchanged pursuant to this subparagraph (ii).

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(iii)Unrestricted Definitive Securities to Beneficial Interests in Unrestricted  Global Securities. A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph (iii).

(iv)Unrestricted Definitive Securities to Beneficial Interests in Transfer  Restricted Global Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security.

(e)Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).

(i)Transfer Restricted Definitive Securities to Transfer Restricted Definitive  Securities. A Transfer Restricted Definitive Security may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Security if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Security;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Security;

(C)if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Security;

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(D)if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate in the form attached to the applicable Security; and

(E)if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable Security.

(ii)Transfer Restricted Definitive Securities to Unrestricted Definitive Securities. Any Transfer Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security if the Registrar receives the following:

(1)if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security; or

(2)if the Holder of such Transfer Restricted Definitive Security proposes to transfer such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security,

and, in each such case, if the Issuer so request, an Opinion of Counsel to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted  Securities Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Definitive Securities to Unrestricted Definitive Securities. A Holder of an Unrestricted Definitive Security may transfer such Unrestricted Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof.

(iv)Unrestricted Definitive Securities to Transfer Restricted Definitive Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Security.

At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in

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another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository, at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository, at the direction of the Trustee to reflect such increase.

(f)Legend.

(i)Except as permitted by the following paragraphs (ii), (iii) or (iv), each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A SECURITIES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S SECURITIES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY

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BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S SECURITIES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

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Each Regulation S Security that is a Temporary Security issued pursuant to Section 2.10 of the Indenture shall bear a legend in substantially in the following form:

“THIS SECURITY IS A TEMPORARY GLOBAL SECURITY. PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR DEFINITIVE SECURITIES OTHER THAN IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.”

Each Definitive Security shall bear the following additional legends:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

Each Security issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear a legend in substantially the following form:

“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: [ ].”

(ii)Upon any sale or transfer of a Transfer Restricted Definitive Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Definitive Security for a Definitive Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Security if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Security).

(iii)After a transfer of any Initial Securities during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities, all requirements pertaining to the Restricted Securities Legend on such Initial Securities shall cease

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to apply and the requirements that any such Initial Securities be issued in global form shall continue to apply.

(iv)Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to Initial Securities that Initial Securities be issued in global form shall continue to apply, and Exchange Securities in global form without the Restricted Securities Legend shall be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

(v)Upon a sale or transfer after the expiration of the Distribution Compliance Period of any Initial Security acquired pursuant to Regulation S, all requirements that such Initial Security bear the Restricted Securities Legend shall cease to apply and the requirements requiring any such Initial Security be issued in global form shall continue to apply.

(vi)Any Additional Securities sold in a registered offering shall not be required to bear the Restricted Securities Legend.

(g)Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository, at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository, at the direction of the Trustee to reflect such increase.

(h)Obligations with Respect to Transfers and Exchanges of Securities.

(i)To permit registrations of transfers and exchanges, the Issuer shall execute and upon receipt of an Authentication Order the Trustee shall authenticate, Definitive Securities and Global Securities at the Registrar’s request.

(ii)No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of the Indenture).

(iii)Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving

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payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary.

(iv)All Securities issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Securities surrendered upon such transfer or exchange.

(i)No Obligation of the Trustee.

(i)The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(j)[INTENTIONALLY OMITTED].

(k)Transfers of Securities Held by Affiliates. Notwithstanding anything to the contrary in this Section 2.2 any certificate (i) evidencing a Security that has been transferred to an affiliate (as defined in Rule 405 of the Securities Act) of the Issuer, as evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer or in the representation letter delivered in respect thereof, or (ii) evidencing a Security that has been acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not involving any public offering, as evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer or in the representation letter delivered in respect thereof, shall, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of such Security, in each case, be in the form of a permanent Definitive Security and bear the Restricted

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Securities Legend subject to the restrictions in this Section 2.2. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.2(k). The Issuer, in its sole cost and expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable advance written notice to the Trustee.

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EXHIBIT A

[FORM OF FACE OF INITIAL SECURITY]

[Global Securities Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A SECURITIES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATIONS SECURITIES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN

RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S SECURITIES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

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[Temporary Regulation S Security Legend]

THIS SECURITY IS A TEMPORARY GLOBAL SECURITY. PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR DEFINITIVE SECURITIES OTHER THAN IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

Each Definitive Security shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

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[FORM OF INITIAL SECURITY]

No. $

10.75% Senior Note due 2019

CUSIP No. 144A: 760943AK6 / Reg S: U76090AD8

ISIN No. 144A: US760943AK62 / Reg S: USU76090AD82

Res-Care, Inc., a Kentucky corporation (the “Issuer”) promises to pay to [ ], or registered assigns, the principal sum of                         Dollars [or such greater or lesser amount as is indicated on the Schedule of Increases or Decreases in Global Security attached hereto]* on January 15, 2019.

Interest Payment Dates: January 15 and July 15.

Record Dates: January 1 and July 1.

Additional provisions of this Security are set forth on the other side of this Security.

*If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.”

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

RES-CARE, INC.
By:
	Name:
	Title:

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TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, certifies that this is

one of the Securities

referred to in the Indenture.

By:
	Authorized Signatory
		Dated:

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[FORM OF REVERSE SIDE OF INITIAL SECURITY]

10.75% Senior Note due 2019

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated herein.

1.Interest

(a)RES-CARE, INC., a Kentucky corporation (the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuer shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15, 2011.†  Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from December 22, 2010(a) until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

(b)Registration Rights Agreement. The Holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of December 22, 2010, among the Issuer, the Note Guarantors and the Initial Purchasers.

2.Method of Payment

The Issuer shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 or July 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or not a Business Day). The Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer will make all payments in respect of a certificated Security (including principal, premium, if any, and interest), at the office of each Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

*With respect to Securities issued on the Issue Date.

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3.Paying Agent and Registrar

Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.Indenture

The Issuer issued the Securities under an Indenture dated as of December 22, 2010 (the “Indenture”), among the Issuer, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the TIA as in effect on the date of the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

To guarantee the due and punctual payment of the principal, premium, if any, and interest, on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

5.Optional Redemption

Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Issuer prior to January 15, 2015. On and after January 15, 2015, the Securities shall be redeemable at the option of the Issuer, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth below:

Year	Redemption Price
2015	105.375	%
2016	102.688	%
2017 and thereafter	100.000	%

In addition, at any time prior to January 15, 2015, the Issuer may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of

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the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2014, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, to the extent the net cash proceeds thereof are contributed to the common or preferred equity capital (other than Disqualified Stock) of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of par plus 10.75% plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

In connection with any redemption of Securities (including with the net cash proceeds of any Equity Offering), any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

6.Sinking Fund

The Securities are not subject to any sinking fund.

7.Notice of Redemption

Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address or otherwise in accordance with the procedures of The Depository Trust Company, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction or discharge of the Indenture or defeasance of this Security pursuant to the Indenture. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying

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Agent on or before the redemption date and certain other conditions are satisfied, on and after such redemption date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption. Redemptions may be subject to one or more conditions.

8.Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales.   Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.

In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Securities upon the occurrence of certain events involving Asset Sales.

9.Denominations; Transfer; Exchange

The Securities are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to the sending or the mailing of a notice of redemption of the Securities to be redeemed.

10.Persons Deemed Owners

The registered Holder of this Security shall be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

11.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.

12.Discharge and Defeasance

Subject to certain conditions, the Issuer at any time may terminate some of or all its obligations under the Securities and the Indenture if the Issuer deposits with the Trustee

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money or U.S. Government Obligations for the payment of principal of, and interest on the Securities to redemption, or maturity, as the case may be.

13.Amendment, Waiver

The Indenture, the Securities and the Note Guarantees may be amended or supplemented as provided in the Indenture.

14.Defaults and Remedies

If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by written notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable in the manner and with the effect provided in the Indenture. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occur, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders in the manner and with the effect provided in the Indenture. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences.

15.Trustee Dealings with the Issuer

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

16.No Recourse Against Others

No director, officer, employee, incorporator or holder of any equity interests in the Issuer or of any Note Guarantor or any direct or indirect parent, as such, shall have any liability for any obligations of the Issuer or the Note Guarantors under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.

17.Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

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18.Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19.Governing Law

THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

20.CUSIP Numbers, ISINs and Common Codes

The Issuer has caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint              agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Security.

Signature Guarantee:

Date:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee:

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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED SECURITIES

This certificate relates to $              principal amount of Securities held in (check applicable space)             book-entry or              definitive form by the undersigned.

The undersigned:

ohas requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); and

check the following, if applicable:

ois an affiliate of the Issuer as contemplated in Section 2.2(k) of Appendix A to the Indenture; or

ois exchanging this Security in connection with an expected transfer to an affiliate of the Issuer as contemplated in Section 2.2(k) of Appendix A to the Indenture.

ohas requested the Trustee by written order to exchange or register the transfer of a Security or Securities; and

check the following, if applicable:

ois an affiliate of the Issuer as contemplated in Section 2.2(k) of Appendix A to the Indenture; or

othe transferee is an affiliate of the Issuer as contemplated in Section 2.2(k) of Appendix A to the Indenture.

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)oto the Issuer; or

(2)oto the Registrar for registration in the name of the Holder, without transfer; or

(3)opursuant to an effective registration statement under the Securities Act; or

(4)oinside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given (that such

A-14

transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or

(5)ooutside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act and such Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Distribution Compliance Period (as defined in the Indenture); or

(6)oto an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or

(7)opursuant to another available exemption from registration provided by Rule 144 under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Security.

Signature Guarantee:

Date:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A

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and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by an executive officer

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is set forth on the face hereof. The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of decrease
in Principal Amount
of this Global
Security Amount of increase
in
Principal Amount of
this Global Security Principal amount of 
this
Global Security
following
such decrease or
increase Signature of
authorized
signatory of Trustee
or
Securities Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:

Asset Sale    o                                     Change of Control    o

If you want to elect to have only part of this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 and any integral multiples of $1,000 in excess thereof):

$

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee

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EXHIBIT B

[FORM OF FACE OF EXCHANGE SECURITY]

[Global Securities Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[FORM OF EXCHANGE SECURITY]

No. $     

10.75% Senior Note due 2019

CUSIP No. 760943AM2

ISIN No. US760943AM29

Res-Care, Inc., a Kentucky corporation (the “Issuer”) promises to pay to [    ], or registered assigns, the principal sum of                       Dollars [or such greater or lesser amount as is indicated on the Schedule of Increases or Decreases in Global Security attached hereto]* on January 15, 2019.

Interest Payment Dates: January 15 and July 15.

Record Dates: January 1 and July 1.

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly

RES-CARE, INC.
By:
	Name:
	Title:

*If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.”

Dated:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, certifies that this is

one of the Securities referred to

in the Indenture.

By:
	Authorized Signatory
		Dated:

[FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

10.75% Senior Note due 2019

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated herein.

1.             Interest

(a)           RES-CARE, INC., a Kentucky corporation (the “Issuer”) promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuer shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15, 2011†. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from December 22,  2010(a) until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

(b)           Registration Rights Agreement. The Holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of December 22, 2010, among the Issuer, the Note Guarantors and the Initial Purchasers.

2.             Method of Payment

The Issuer shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 or July 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or not a Business Day). The Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuer will make all payments in respect of a certificated Security (including principal, premium, if any, and interest), at the office of each Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

*              With respect to Securities issued on the Issue Date.

3.             Paying Agent and Registrar

Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.             Indenture

The Issuer issued the Securities under an Indenture dated as of December 22, 2010 (the “Indenture”), among the Issuer, the Note Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the TIA as in effect on the date of the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Issuer under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

5.             Optional Redemption

Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Issuer prior to January 15, 2015. On and after January 15, 2015, the Securities shall be redeemable at the option of the Issuer, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth below:

Year	Redemption Price
2015	105.375	%
2016	102.688	%
2017 and thereafter	100.000	%

In addition, at any time prior to January 15, 2015, the Issuer may redeem the Securities at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of

the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2014, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, to the extent the net cash proceeds thereof are contributed to the common or preferred equity capital (other than Disqualified Stock) of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of par plus 10.75% plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

In connection with any redemption of Securities (including with the net cash proceeds of any Equity Offering), any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

6.             Sinking Fund

The Securities are not subject to any sinking fund.

7.             Notice of Redemption

Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address or otherwise in accordance with the procedures of The Depository Trust Company, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction or discharge of the Indenture or defeasance of this Security pursuant to the Indenture. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof. If money sufficient to pay the redemption price of and accrued and unpaid interest on all

Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such redemption date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption. Redemptions may be subject to one or more conditions.

8.             Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales.

Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.

In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Securities upon the occurrence of certain events involving Asset Sales.

9.             Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to the sending or the mailing of a notice of redemption of the Securities to be redeemed.

10.           Persons Deemed Owners

The registered Holder of this Security shall be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture

11.           Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.

12.           Discharge and Defeasance

Subject to certain conditions, the Issuer at any time may terminate some of or all its obligations under the Securities and the Indenture if the Issuer deposits with the Trustee

money or U.S. Government Obligations for the payment of principal of and interest on the Securities to redemption, or maturity, as the case may be.

13.           Amendment, Waiver

The Indenture, the Securities and the Note Guarantees may be amended or supplemented as provided in the Indenture.

14.           Defaults and Remedies

If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the Holders of at least 30% in principal amount of the outstanding Securities, in each case, by written notice to the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable in the manner and with the effect provided in the Indenture. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occur, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders in the manner and with the effect provided in the Indenture. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences.

15.           Trustee Dealings with the Issuer

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

16.           No Recourse Against Others

No director, officer, employee, incorporator or holder of any equity interests in the Issuer or of any Note Guarantor or any direct or indirect parent, as such, shall have any liability for any obligations of the Issuer or the Note Guarantors under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.

17.           Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

18.           Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19.           Governing Law

THE INDENTURE, THIS SECURITY AND ANY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

20.           CUSIP Numbers, ISINs and Common Codes

The Issuer has caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Security.

Signature Guarantee:

Date:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:

Asset Sale  o                                       Change of Control o

If you want to elect to have only part of this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 and any integral multiples of $1,000 in excess thereof):

$

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is set forth on the face hereof. The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of decrease
in Principal Amount
of this Global
Security Amount of increase
in
Principal Amount of
this Global Security Principal amount of
this
Global Security
following
such decrease or increase Signature of
authorized
signatory of Trustee
or
Securities Custodian

EXHIBIT C

Form of

Transferee Letter of Representation

Res-Care, Inc.

c/o Wells Fargo Bank, National Association

Wells Fargo Bank — DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $[                   ] principal amount of the 10.75% Senior Notes due 2019 (the “Securities”) of RES-CARE, INC. (the “Issuer”).

Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

1.             We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase securities similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2.             We understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that is

one year after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Securities (or any predecessor thereto) (the “Resale  Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Securities of $250,000, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee.

Dated:	TRANSFEREE:
	By

C-2

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [     ], among [GUARANTOR] (the “New Guarantor”), a subsidiary of [Res-Care, Inc. (or its successor) (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS the Issuer and the existing Note Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of December 22, 2010, providing for the issuance of the Issuer’s 10.75% Senior Notes due 2019 (the “Securities”), initially in the aggregate principal amount of $200,000,000;

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Securities pursuant to a Note Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1.             Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Note Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof’ and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.             Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Note Guarantors (if any), to unconditionally guarantee the Issuer’s obligations under the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Note Guarantor under the Indenture.

3.             Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

4.             Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.

5.             Governing Law. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE SECURITIES AND ANY NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.             Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7.             Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.

8.             Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

D-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[NEW GUARANTOR]
By:
	Name:
	Title:
RES-CARE, INC.
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By:
	Name:
	Title:

D-3

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated December 22, 2010 (this “Agreement”) is entered into by and among Res-Care, Inc., a Kentucky corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Securities LLC, and U.S. Bancorp Investments, Inc. (the “Initial Purchasers”).

The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated December 16, 2010 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company’s 10.75% Senior Notes due 2019 (the “Securities”) which will be guaranteed on an unsecured senior basis by each of the Guarantors.  As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Guarantor” shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in the annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

“Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture.

“Guarantors” shall have the meaning set forth in the preamble and shall also include any Additional Guarantors and any Guarantor’s successor that Guarantees the Securities.

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities dated as of December 22, 2010 among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Initial Purchasers” shall have the meaning set forth in the preamble.

2

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.

“J.P. Morgan” shall have the meaning set forth in the preamble.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant

3

to such Registration Statement, (ii) when such Securities are sold pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not Rule 144A), if following such resale such Securities do not bear any restrictive legend relating to the Securities Act and do not bear a restricted CUSIP number, (iii) when such Securities cease to be outstanding or (iv) except in the case of Securities that (A) otherwise remain Registrable Securities, (B) are held by an Initial Purchaser and (C) are ineligible to be exchanged in the Exchange Offer, when the Exchange Offer is consummated.

“Registration Default” shall mean the occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during any 12-month period during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held

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by such Participating Holders and which counsel may also be counsel for the Initial Purchasers (such counsel, the “Participating Holders’ Counsel”)) and (viii) the fees and disbursements of the independent registered public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities (other than Securities of the same class as the Registrable Securities under the terms of the Indenture)) unless approved by a majority in aggregate principal amount of the Securities held by the Participating Holders) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

“Staff” shall mean the staff of the SEC.

“Target Registration Date” shall mean the 365th day after the Closing Date.

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“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2.Registration Under the Securities Act.  (a)  To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable best efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the earlier of (1) 180 days after the last Exchange Date and (2) such time that the Participating Broker-Dealers have sold all Exchange Securities held by them.  The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date.

The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii)the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

(iii)that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv)that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

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(v)that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

(I)accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(II)deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

The Company and the Guarantors shall use their commercially reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

(b)In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable

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interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially reasonable best efforts to cause to be filed after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof.

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

The Company and the Guarantors agree to use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (A) two years from the date of effectiveness of such Shelf Registration Statement, and (B) the date on which the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”).  The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable.  The Company and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c)The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition

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of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d)An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

If a Registration Default occurs, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum.  A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable.  If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default.

(e)Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.

3.Registration Procedures.  (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall:

(i)prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected by the Company and the Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (C)

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shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii)use commercially reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii)to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed in accordance with the requirements of Rule 433(g) under the Securities Act;

(iv)in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, the Participating Holders’ Counsel and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

(v)use their commercially reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that neither the Company nor any Guarantor shall be required to

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(1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(vi)notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Participating Holder and the Participating Holders’ Counsel promptly and, if requested by any such Participating Holder or the Participating Holders’ Counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects as of the date given or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose or if, on the closing date of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities are not true and correct in all material respects, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;

(vii)use their commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an

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amendment to such Registration Statement on the proper form, at the earliest practicable date and provide prompt notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution;

(viii)in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(ix)in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

(x)upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

(xi)a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any Form 8-K that is to be incorporated by reference into a Registration Statement and that specifically relates to the Securities (an “Incorporated 8-K”), a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement,

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to the Participating Holders and the Participating Holders’ Counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or the Participating Holders’ Counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any Incorporated 8-K, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and the Participating Holders’ Counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and the Participating Holders’ Counsel) shall reasonably object;

(xii)obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

(xiii)cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiv)in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any managing Underwriter participating in any disposition pursuant to such Shelf Registration Statement, the Participating Holders’ Counsel and one accounting firm designated by a majority in aggregate principal amount of the Securities held by the Participating Holders and any attorneys and accountants designated by such managing Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, managing Underwriter, attorney or accountant in connection with a Shelf Registration Statement as shall be reasonably necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the

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rights and interests of any Inspector, Holder or Underwriter) and provided, further, that all such confidential information that is provided by the Company and the Guarantors shall be kept confidential by each such Person (except for disclosures to such Person’s affiliates and its and their respective employees, legal counsel and other experts or agents who need to know such information in connection with permitted uses thereof), unless disclosure thereof is required or requested under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise), by order or act of any court or governmental or regulatory authority or body, or such information is or has become available to the public generally through the Company or any Guarantor or through a third party without an accompanying obligation of confidentiality owed by such Person to the Company or the Guarantors, or disclosure is required in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting or exercising any of its rights, remedies or interests, or the Company consents to the non-confidential treatment of such information;

(xv)if reasonably requested by any Participating Holder, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and which is required or permitted to be included therein by the applicable rules and regulations of the SEC and make all required filings of such Prospectus supplement or such post-effective amendment promptly after the Company has received notification of the matters to be so included in such filing;

(xvi)in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when reasonably requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the managing Underwriter, if any, and the Participating Holders’ Counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Company and the Guarantors (and, if necessary, any other registered public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or

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are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement;

(xvii)so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity, to the Initial Purchasers no later than five Business Days following the execution thereof; and

(xviii)if the Board of Directors of the Company has resolved that (x) due to the existence of material non-public information regarding the Company, disclosure of such material non-public information would be required to make the statements contained in the Shelf Registration Statement, any related Prospectus or Free Writing Prospectus or any documents incorporated by reference or deemed incorporated by reference therein not misleading (including, for the avoidance of doubt, the pendency of an acquisition or disposition by the Company) and (y) the Company has a bona fide business purpose for preserving as confidential such material non-public information (other than avoidance of its obligations hereunder), then the availability of the Shelf Registration Statement shall be suspended and the Company shall give notice (without notice of the nature or details of such business purpose) to the Participating Holders that the availability of the Shelf Registration Statement is suspended and each Participating Holder agrees not to sell any Securities pursuant to such Shelf Registration Statement until such Participating Holder’s receipt of copies of a supplemented or amended Prospectus, or until it is advised in writing by the Company that the Prospectus may be used.  The period during which the availability of the Shelf Registration and any Prospectus is suspended shall not exceed 45 days in any three-month period or 60 days in any twelve-month period.

(b)In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing.

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(c)Each Participating Holder agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Participating Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d)If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions.

(e)The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering; provided that any such Underwriter must be reasonably acceptable to the Company.

4.Participation of Broker-Dealers in Exchange Offer.  (a)  The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to

16

purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b)In light of the above, and notwithstanding the other provisions of this Agreement, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i) 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof) and (ii) the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them.  The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

(c)The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof.

5.Indemnification and Contribution.  (a)  The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any Free Writing Prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing by such Initial Purchaser, or any selling Holder, respectively, expressly for use therein.  In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the

17

same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus or any Free Writing Prospectus.

(b)Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus.

(c)If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests

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between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment to the extent that the Indemnifying Person is required to indemnify such Indemnified Person in respect of such loss or liability under the other provisions of this Section 5.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request,  (ii) the Indemnifying Person shall have received written notice of the terms of such settlement at least 7 days prior to such settlement being entered into and (iii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse the Indemnified Person is based on a dispute with a good faith basis as to either the obligation of the Indemnifying Person arising under this Section 5 to indemnify the Indemnified Person or the amount of such obligation and the Indemnifying Person shall have notified the Indemnified Person of such good faith dispute prior to the date of such settlement.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the

19

Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating, preparing or defending against any such action or claim.  Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f)The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g)The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii)

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acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6.General.

(a)No Inconsistent Agreements.  The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b)Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder.  Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

(c)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).  All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

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(d)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e)Third Party Beneficiaries.  Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

(f)Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)Headings.  The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h)Governing Law.  This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

(j)Entire Agreement; Severability.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.  If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable

22

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

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

RES-CARE INC.
By	/s/David W. Miles
Name:	David W. Miles
Title:	EVP/CFO
GUARANTORS LISTED ON SCHEDULE 1
(except Normal Life of Indiana and Educare Community Living Limited Partnership)
By	/s/David W. Miles
	David W. Miles
	Authorized Signatory
NORMAL LIFE OF INDIANA, as Guarantor
By:	Normal Life of Central Indiana, Inc.
Its:	General Partner
By	/s/David W. Miles
	David W. Miles
	Treasurer
EDUCARE COMMUNITY LIVING LIMITED PARTNERSHIP, as Guarantor
By:	Community Alternatives Texas Partner, Inc.
Its:	General Partner
By	/s/David W. Miles
	David W. Miles
	Treasurer

Confirmed and accepted as of the date first above written:
J.P. MORGAN SECURITIES LLC
For itself and on behalf of the
several Initial Purchasers
By	/s/ Meredith Hopson
	Meredith Hopson, Vice President

Schedule 1

Guarantors

Name	State of Incorporation/Formation
Accent Health Care, Inc.	Ohio
All Ways Caring Services, Inc.	Illinois
Alternative Choices, Inc.	California
Alternative Youth Services, Inc.	Delaware
Arbor E&T, LLC	Kentucky
Arbor PEO, Inc.	Delaware
B.W.J. Opportunity Centers, Inc.	Texas
Baker Management, Inc.	Missouri
Bald Eagle Enterprises, Inc.	Missouri
Bolivar Developmental Training Center, Inc.	Missouri
Braley & Thompson, Inc.	West Virginia
Capital TX Investments, Inc.	Delaware
Careers in Progress, Inc.	Louisiana
CATX Properties, Inc.	Delaware
CNC/Access, Inc.	Rhode Island
Community Advantage, Inc.	Delaware
Community Alternatives Home Care, Inc.	Kentucky
Community Alternatives Illinois, Inc.	Delaware
Community Alternatives Indiana, Inc.	Delaware
Community Alternatives Kentucky, Inc.	Delaware
Community Alternatives Missouri, Inc.	Missouri
Community Alternatives Mobile Nursing, Inc.	Kentucky
Community Alternatives Nebraska, Inc.	Delaware
Community Alternatives New Mexico, Inc.	Delaware
Community Alternatives of Washington D.C., Inc.	Washington, D.C.
Community Alternatives Pharmacy, Inc.	Delaware
Community Alternatives Texas Partner, Inc.	Delaware
Community Alternatives Virginia, Inc.	Delaware
Creative Networks, L.L.C.	Arizona
EduCare Community Living - Normal Life, Inc.	Texas
EduCare Community Living - Texas Living Centers, Inc.	Texas
EduCare Community Livign Corporation - America	Delaware
EduCare Community Living Corporation - Gulf Coast	Texas
EduCare Community Living Corporation - Missouri	Missouri
EduCare Community Living Corporation - Nevada	Nevada
EduCare Community Living Coporation - New Mexico	New Mexico
EduCare Community Living Corporation - North Carolina	North Carolina
EduCare Community Living Corporation - Texas	Texas
EduCare Community Living Limited Partnership	Kentucky
Employ-Ability Unlimited, Inc.	Ohio
Franklin Career College Incorporated	California
General Health Corporation	Arizona
Habilitation Opportunities of Ohio, Inc.	Ohio
Hydesburg Estates, Inc.	Missouri
Individualized Supported Living, Inc.	Missouri
J. & J. Care Centers, Inc.	California

Job Ready, Inc.	Arkansas
Normal Life Family Services, Inc.	Louisiana
Normal Life of California, Inc.	California
Normal Life of Central Indiana, Inc.	Indiana
Normal Life of Georgia, Inc.	Georgia
Normal Life of Indiana	Indiana
Normal Life of Lafayette, Inc.	Louisiana
Normal Life of Lake Charles, Inc.	Louisiana
Normal Life of Louisiana, Inc.	Louisiana
Normal Life of Southern Indiana, Inc.	Indiana
Normal Life, Inc.	Kentucky
P.S.I. Holdings, Inc.	Ohio
PeopleServe, Inc.	Delaware
Pharmacy Alternatives, LLC	Kentucky
RAISE Geauga, Inc	Ohio
Res-Care Alabama, Inc.	Delaware
Res-Care Arkansas, Inc.	Delaware
Res-Care California, Inc.	Delaware
ResCare DTS International, LLC	Delaware
Res-Care Europe, Inc.	Delaware
ResCare Finance, Inc.	Delaware
Res-Care Florida, Inc.	Florida
Res-Care Idaho, Inc.	Delaware
Res-Care Illinois, Inc.	Delaware
ResCare International, Inc.	Delaware
Res-Care Iowa, Inc.	Delaware
Res-Care Kansas, Inc.	Delaware
Res-Care Michigan, Inc.	Delaware
Res-Care New Jersey, Inc.	Delaware
Res-Care Ohio, Inc.	Delaware
Res-Care Oklahoma, Inc.	Delaware
ResCare Pennsylvania Health Management Services, Inc.	Delaware
ResCare Pennsylvania Home Health Associates, Inc.	Delaware
Res-Care Premier, Inc.	Delaware
Res-Care Training Technologies, Inc.	Delaware
Res-Care Washington, Inc.	Delaware
Res-Care Wisconsin, Inc.	Delaware
Res-Care, Inc.	Kentucky
Rest Assured, LLC	Kentucky
Rockcreek, Inc.	California
RSCR California, Inc.	Delaware
RSCR Inland, Inc.	California
RSCR West Virginia, Inc.	Delaware
Skyview Estates, Inc.	Missouri
Southern Home Care Services, Inc.	Georgia
Tangram Rehabilitation Network, Inc.	Texas
Texas Home Management, Inc.	Delaware
The Academy for Individual Excellence, Inc.	Delaware
The Citadel Group, Inc.	Texas
THM Homes, Inc.	Delaware

Upward Bound, Inc.	Missouri
VOCA Corp.	Ohio
VOCA Corporation of America	Ohio
VOCA Corporation of Florida	Florida
VOCA Corporation of Indiana	Indiana
VOCA Corporation of Maryland	Maryland
VOCA Corporation of New Jersey	New Jersey
VOCA Corporation of North Carolina	North Carolina
VOCA Corporation of Ohio	Ohio
VOCA Corporation of West Virginia, Inc.	West Virginia
VOCA of Indiana, LLC	Indiana
VOCA Residential Services, Inc.	Ohio
Youthtrack, Inc.	Delaware

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated December 22, 2010 by and among Res-Care Inc., a Kentucky corporation, the guarantors party thereto and J.P. Morgan Securities LLC, on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                               , 201      .

[GUARANTOR]

By

Name:

Title:

EX-4.4

Exhibit 4.4

Execution Copy

$200,000,000

RES-CARE, INC.

10.75% Senior Notes due 2019

Purchase Agreement

December 16, 2010

J.P. Morgan Securities LLC

As Representative of the

several Initial Purchasers listed in Schedule 1 hereto

c/o J.P. Morgan Securities LLC 383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Res-Care, Inc., a Kentucky corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 10.75% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 22, 2010 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

The Securities are being issued in connection with the acquisition (the “Acquisition”) by affiliates of Onex Corporation (the “Sponsors”), its co-investors and certain members of the Company’s management of all of the outstanding equity interests in the Company not held by the Sponsors pursuant to the Agreement and Plan of Share Exchange between Onex Rescare Acquisition, LLC (“Rescare Acquisition”) and the Company, dated as of September 6, 2010 (the “Share Exchange Agreement”). For purposes of this Agreement, the term “Transactions” means, collectively, the Acquisition and all other transactions related to the Acquisition, including (i) the cash tender offer by Rescare Acquisition for all outstanding shares of the Company’s common stock not held by the Sponsors, (ii) the acquisition by the Sponsors in a statutory share exchange of all remaining shares of the Company’s common stock not held by the Sponsors or certain members of management following such cash tender offer for the cash consideration specified in the Share Exchange Agreement (the “Share Exchange”), (iii) the entry by the Company and the Guarantors into one or more credit agreements providing for the extension of their existing senior secured revolving credit facilities and a new term loan facility (collectively, the “Credit Facility”), together with any other documents, agreements or instruments delivered in connection therewith

(collectively, the “Credit Facility Documentation”) and (iv) the Tender Offer and the Redemption (each as defined below).

In connection with the issuance of the Securities, the Company (i) has commenced a cash tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 73/4% Senior Notes due 2013 (the “2013 Notes”) upon the terms and subject to the conditions set forth in that certain Offer to Purchase and Consent Solicitation Statement dated December 6, 2010, and (ii) is soliciting consents (the “Consent Solicitation”) of registered holders of the 2013 Notes to certain proposed amendments to the indenture dated as of October 3, 2005, among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, governing the 2013 Notes (the “2013 Indenture”) pursuant to a supplemental indenture thereto (the “Supplemental Indenture”). Prior to or concurrently with any acceptance for purchase of 2013 Notes tendered in the Tender Offer, the Company will issue an irrevocable notice of redemption to redeem (the “Redemption”) all then outstanding 2013 Notes at a redemption price for each $1,000 principal amount of 2013 Notes redeemed equal to $1,019.38, plus accrued and unpaid interest thereon to the redemption date in accordance with the 2013 Indenture (the “Redemption Notice”).

As described in the Time of Sale Information (as defined below) and the Offering Memorandum (as defined below) under the caption “Use of proceeds,” the proceeds from the sale of the Securities will be used to finance the Transactions and to pay related fees and expenses.

The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company and the Guarantors have prepared a preliminary offering memorandum dated December 8, 2010 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this purchase agreement (this “Agreement”). The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers solely in the manner contemplated by this Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum.

At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the following information shall have been prepared (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed in Annex A hereto.

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Holders of the Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated the Closing Date (as defined below) and substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors will agree to file one or more registration statements with the Securities and Exchange Commission (the “Commission”) providing for the registration under the Securities Act of the Securities or the Exchange Securities referred to (and as defined) in the Registration Rights Agreement.

The Company hereby confirms its agreement with the several Initial Purchasers concerning the purchase and resale of the Securities, as follows:

1.Purchase and Resale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 97.75% of the principal amount thereof plus accrued interest, if any, from December 22, 2010 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b)The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

(i)it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act;

(ii)neither it nor any person acting on its behalf has solicited offers for, or offered or sold, or will solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and

(iii)neither it nor any person acting on its behalf has solicited offers for, or offered or sold, or will solicit offers for, or offer or sell, the Securities as part of their initial offering except:

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(A)within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or

(B)in accordance with the restrictions set forth in Annex C hereto.

(c)Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f), 6(g), 6(h) and 6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance.

(d)The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser.

(e)The Company and the Guarantors acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.

2.Payment and Delivery. (a) Payment for and delivery of the Securities will be made at the offices of Simpson Thacher & Bartlett LLP, New York, New York at 9:00 A.M., New York City time, on December 22, 2010, or at such other time or place on the

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same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.

(b)Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Initial Purchasers, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

3.Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

(a)Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

(b)Additional Written Communications. The Company (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any electronic road show or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date will not, contain any untrue

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statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any Issuer Written Communication.

(c)Financial Statements. The financial statements and the related notes thereto included in each of the Time of Sale Information and the Offering Memorandum present fairly in all material respects the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the related notes thereto. The historical financial data set forth in the Offering Memorandum under the captions “Offering Memorandum Summary—Summary Historical and Pro Forma Consolidated Financial Data” and “Selected Historical Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited or unaudited financial statements contained in the Offering Memorandum. The other financial information of the Company and its Subsidiaries included in each of the Time of Sale Information and the Offering Memorandum fairly presents in all material respects the information shown thereby.

(d)No Material Adverse Change. Since the date of the most recent financial statements of the Company included in each of the Time of Sale Information and the Offering Memorandum, (i) there has not been any material change in the capital stock or long-term debt, other than the normal accrual of interest, of the Company or its subsidiaries on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, or development that could reasonably be expected to have a Material Adverse Effect (as defined below); (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, in any case that is material to the Company and its subsidiaries taken as a whole and except in each case as otherwise disclosed in the Time of Sale Information.

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(e)Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule 3 to this Agreement.

(f)Capitalization. The Company has an authorized capitalization as set forth in each of the Time of Sale Information and the Offering Memorandum under the heading “Capitalization” as of the date stated therein; and all the outstanding shares of capital stock or other equity interests of (i) each of the Guarantors and (ii) each significant subsidiary (as defined below) of the Company, have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (other than liens that (1) will be repaid and/or terminated prior to or on the Closing Date or (2) will be incurred in connection with the Transactions).

(g)Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver, in each case, to the extent a party thereto, this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement, the Share Exchange Agreement and the Credit Facility Documentation (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

(h)The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement

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of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether the issue of enforceability is considered in a proceeding in equity or law and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.

(i)The Securities and the Guarantees. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(j)The Exchange Securities. On the Closing Date, the Exchange Securities (including the related guarantees) will have been duly authorized by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(k)Purchase and Registration Rights Agreements. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

(l)The Share Exchange Agreement and the Credit Agreement. The Share Exchange Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company

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enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Upon the consummation of the Share Exchange, the Credit Facility will have been duly authorized, executed and delivered by the Company and the Guarantors and will constitute a valid and legally binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, subject to the Enforceability Exceptions.

(m)Descriptions of the Transaction Documents. Each of this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities, the Registration Rights Agreement and the Credit Facility Documentation conform in all material respects to the description thereof contained in each of the Time of Sale Information and the Offering Memorandum.

(n)No Violation or Default. (i) Neither the Company nor any of the Guarantors is in violation of its charter or by-laws or similar organizational documents; (ii) neither the Company nor any of its subsidiaries is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; and (iii) neither the Company nor any of its subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(o)No Conflicts. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such Agreements and Instruments that will be repaid, terminated, satisfied and discharged or defeased prior to or on the Closing Date as described in the Time of Sale Information, (ii) other than as created pursuant to the Transaction Documents, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to Agreements and Instruments, (iii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of the

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Guarantors or (iv) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i), (ii) and (iv) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

(p)No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as may be required under applicable state or foreign securities or Blue Sky laws or the rules and regulations of the Financial Industry Regulatory Authority, Inc. in connection with the purchase and resale of the Securities by the Initial Purchasers, (ii) as may be required with respect to the Exchange Securities (including the related guarantees) under the Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement (including the qualification of the Indenture under the Trust Indenture Act), (iii) as have been obtained with respect to the Share Exchange Agreement and (iv) that would not have a Material Adverse Effect upon the ability of the Company to consummate the offering of the Securities.

(q)Legal Proceedings. Except as described in each of the Time of Sale Information and the Offering Memorandum, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; and to the knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or by others.

(r)Independent Accountants. KPMG LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(s)Title to Real and Personal Property. The Company and its subsidiaries have valid title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects

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and imperfections of title except those that (i) are described in the Time of Sale Information and the Offering Memorandum (including “Permitted Liens” described under the caption “Description of the Notes” in the Time of Sale Information and the Offering Memorandum), (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(t)Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the conduct of their respective businesses does not conflict in any material respect with any such rights of others and (ii) the Company and its subsidiaries have not received any unresolved notice of any claim of infringement of or conflict with any such rights of others.

(u)No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors and officers, stockholders or other affiliates of the Company or any of its subsidiaries, on the other, that would be required by the Securities Act to be described in a registration statement to be filed by the Company and the Guarantors with the Commission and that is not so described in each of the Time of Sale Information and the Offering Memorandum other than information relating to the employment relationship and/or compensation of any director or officer of the Company or its subsidiaries.

(v)Investment Company Act. Neither the Company nor any of its subsidiaries is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the Time of Sale Information and the Offering Memorandum none of them will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(w)Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and except as otherwise disclosed in each of the Time of Sale Information and the Offering Memorandum, there is no tax deficiency that has been, or to the knowledge of the Company could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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(x)Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Time of Sale Information and the Offering Memorandum, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each of the Time of Sale Information and the Offering Memorandum, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

(y)No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company and each of the Guarantors, is contemplated or threatened, except as would not reasonably be expected to have a Material Adverse Effect.

(z)Compliance With Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health or safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in any such case for any such failure to comply with, or failure to receive required permits, licenses or approvals, or liability, as would not, individually or in the aggregate, have a Material Adverse Effect.

(aa)Compliance With ERISA. Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any of its subsidiaries would have any liability (each, a “Company Plan”) has been maintained in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Company Plan excluding transactions effected pursuant to a statutory or administrative exemption; (ii) for each employee benefit plan, within the meaning of Section 3(3) of ERISA for which the Company, any of its subsidiaries or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the

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meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”) would have any liability (each, a “Controlled Group Plan”) that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no failure to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code of Section 302 of ERISA), whether or not waived, has occurred or is reasonably expected to occur; (iii) neither the Company, any of its subsidiaries nor any member of its Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Controlled Group Plan or premiums to the PBGC, in the ordinary course and without default) in respect of a Controlled Group Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (iv) no determination has been made that any Controlled Group Plan (including a “multiemployer plan”, to the extent applicable) is, or is expected to be, either (x) in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA) or (y) in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).

(bb)Disclosure Controls. The Company and its subsidiaries maintain a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(cc)Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting”(as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, there are no material weaknesses or significant deficiencies in the Company’s internal controls.

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(dd)Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as the Company reasonably deems adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(ee)No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company and each of the Guarantors, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ff)Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(gg)Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, or employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

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(hh)Solvency. On and immediately after the Closing Date, the Company (after giving effect to the Transactions, the issuance of the Securities and the other transactions related thereto as described in each of the Time of Sale Information and the Offering Memorandum) will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company is not less than the total amount required to pay the liabilities of the Company on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, the Company is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) the Company is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company is engaged; and (v) the Company is not a defendant in any civil action that would result in a judgment that the Company is or would become unable to satisfy.

(ii)No Restrictions on Subsidiaries. Except as otherwise disclosed in the Time of Sale Information and the Offering Memorandum or as provided in the Credit Facility, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(jj)No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Initial Purchaser for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.

(kk)Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

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(ll)No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.

(mm)No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

(nn)Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

(oo)No Stabilization. Neither the Company nor any of the Guarantors has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(pp)Margin Rules. Neither the issuance, sale and delivery of the Securities nor the consummation of the Transactions or the application of the proceeds thereof by the Company as described in each of the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(qq)Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in any of the Time of Sale Information or the Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(rr)Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in each of the Time of Sale Information and the Offering Memorandum is not

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based on or derived from sources that are reliable and accurate in all material respects; it being understood that the Company has not independently verified the underlying data used by third parties in preparing published materials used by such sources.

(ss)Sarbanes-Oxley Act. The Company and, to the knowledge of the Company, the Company’s directors and officers, in their capacities as such, are in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

4.Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

(a)Delivery of Copies. The Company will deliver, without charge, to the Initial Purchasers as many copies of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representative may reasonably request.

(b)Offering Memorandum, Amendments or Supplements. Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement to which the Representative reasonably objects.

(c)Additional Written Communications. Before making, preparing, using, authorizing, approving or referring to any Issuer Written Communication, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of such written communication for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Representative reasonably objects.

(d)Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing, (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or the initiation or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the Securities as a result of which any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a

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material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e)Time of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Time of Sale Information to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to any of the Time of Sale Information as may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading or so that any of the Time of Sale Information will comply with law.

(f)Ongoing Compliance of the Offering Memorandum. If at any time prior to the expiration of one year after the date of the Offering Memorandum (or, if earlier, prior to the completion of the initial offering of the Securities) (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law.

(g)Blue Sky Compliance. The Company will use its reasonable best efforts to qualify the Securities for offer and sale under the securities or Blue Sky laws of such

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jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities by the Initial Purchasers; provided that neither the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h)Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

(i)Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Time of Sale Information and the Offering Memorandum under the heading “Use of Proceeds”.

(j)Supplying Information. While the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(k)DTC. The Company will assist the Initial Purchasers in arranging for the Securities to be eligible for clearance and settlement through The Depository Trust Company (“DTC”).

(l)No Resales by the Company. Until the consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act.

(m)No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.

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(n)No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.

(o)No Stabilization. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

5.Certain Agreements of the Initial Purchasers. Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains “no issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in the Preliminary Offering Memorandum or the Offering Memorandum; (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included in the Preliminary Offering Memorandum or the Offering Memorandum.

6.Conditions of Initial Purchasers’ Obligations. The obligation of each Initial Purchaser to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

(a)Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(b)No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such organization shall have

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publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

(c)No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, no event or condition that would cause the representation and warranty in Section 3(d) hereof to be inaccurate shall have occurred or exist as of the date of this Agreement, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.

(d)Officer’s Certificate. The Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company and of each Guarantor in such officer’s capacity as officer of the Company and/or the Guarantors and not in such officer’s individual capacity who has specific knowledge of the Company’s or such Guarantor’s financial matters and is satisfactory to the Representative (i) confirming that such officer has carefully reviewed the Time of Sale Information and the Offering Memorandum and, to the knowledge of such officer, the representation set forth in Sections 3(a) hereof is true and correct, (ii) confirming that the other representations and warranties in this Agreement of the Company or such Guarantor, as the case may be, are true and correct and that the Company or such Guarantor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (b) and (c) above.

(e)Comfort Letters. On the date of this Agreement and on the Closing Date, KPMG LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Time of Sale Information and the Offering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than two business days prior to the Closing Date.

(f)Opinion and 10b-5 Statement of Counsel for the Company. (i) Frost Brown Todd LLC, counsel for the Company, shall have furnished to the Representative their written opinion, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex D-1 hereto, (ii) Kaye Scholer LLP,

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counsel for the Company, shall have furnished to the Representative their written opinion and 10b-5 statement, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex D-2 hereto, (iii) Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Company, shall have furnished to the Representative their written opinion, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex D-3 hereto and (iv) David S. Waskey, general counsel for the Company, shall have furnished to the Representative their written opinion, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex D-4 hereto, in each case dated the Closing Date, addressed to the Initial Purchasers and subject to customary qualifications.

(g)Local Counsel Opinion. K&L Gates LLP, Texas counsel for the Company, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date, addressed to the Initial Purchasers and subject to customary qualifications, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex E hereto.

(h)Opinion of Counsel for the Company Pertaining to Regulatory Matters. The Representative shall have received on and as of the Closing Date an opinion of David S. Waskey, general counsel for the Company, with respect to regulatory matters as the Representative may reasonably request.

(i)Opinions of Counsel for the Initial Purchasers. The Representative shall have received on and as of the Closing Date an opinion or opinions of Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. The Representative shall have received on and as of the Closing Date an opinion of Winston & Strawn LLP, special regulatory counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j)No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

(k)Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and the

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Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

(l)Registration Rights Agreement. The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each of the Guarantors.

(m)DTC. The Securities shall be eligible for clearance and settlement through DTC.

(n)The Transactions. Concurrently with or prior to the Closing Date, (i) either (x) the Company shall have obtained pursuant to the Consent Solicitation sufficient consents of holders of the 2013 Notes to execute the Supplemental Indenture pursuant to the terms of the 2013 Indenture and the Company shall have delivered the Redemption Notice to the trustee of the 2013 Notes (the “2013 Notes Trustee”), irrevocably calling all then outstanding 2013 Notes for Redemption (provided that the Redemption Notice may provide that the principal amount of 2013 Notes being redeemed shall be the principal amount of outstanding 2013 Notes as of the redemption date, as reduced by any 2013 Notes that are thereafter tendered in and purchased pursuant to the Tender Offer) or (y) the Company shall have delivered the Redemption Notice to the 2013 Notes Trustee irrevocably calling all then outstanding 2013 Notes for Redemption and the Company shall have received acknowledgment from 2013 Notes Trustee of the satisfaction and discharge of the 2013 Notes pursuant to the terms of the 2013 Indenture; (ii) the Company and the Guarantors shall have entered into the Credit Facility Documentation consistent in all material respects with the terms described in the Time of Sale Information and the Offering Memorandum; and (iii) each of the other Transactions shall have been consummated in a manner consistent in all material respects with the descriptions thereof in the Time of Sale Information and the Offering Memorandum.

(o)Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representative such further certificates and documents as the Representative may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

7.Indemnification and Contribution.

(a)Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls

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such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein.

(b)Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the third paragraph regarding the offering of the notes, the fourth and fifth sentences of the thirteenth paragraph regarding market making and the fifteenth paragraph regarding overallotment, stabilization and syndicate covering under the heading “Plan of Distribution.”

(c)Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under such subsection except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person

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shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under such subsection. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by J.P. Morgan Securities LLC and any such separate firm for the Company, the Guarantors, their respective directors and officers and any control persons of the Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment to the extent that the Indemnifying Person is required to indemnify such Indemnified Person in respect of such loss or liability under the other provisions of this Section 7. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request, (ii) the Indemnifying Person shall have received written notice of the terms of such settlement at least 7 days prior to such settlement being entered into and (iii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse the

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Indemnified Person is based on a dispute with a good faith basis as to either the obligation of the Indemnifying Person arising under this Section 7 to indemnify the Indemnified Person or the amount of such obligation and the Indemnifying Person shall have notified the Indemnified Person of such good faith dispute prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be deemed to be in the same proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total discounts and commissions received by the Initial Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)Limitation on Liability. The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does

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not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating, preparing or defending against any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

(f)Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

8.Termination. This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.

9.Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers

27

or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase.

(b)If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made.

(c)If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d)Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

10.Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum,

28

any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents, which, if such expense is incurred by the Initial Purchasers and they seek reimbursement hereunder, shall be reasonable; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and applicable fees incurred in connection with the approval of the Securities for book entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that the Initial Purchasers will pay 50% of the aircraft expenses incurred in connection with such road show.

(b)If (i) the Company for any reason fails to tender the Securities for delivery to the Initial Purchasers or (ii) the Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse the Initial Purchasers for all out-of-pocket costs and expenses reasonably incurred by the Initial Purchasers (including the reasonable fees and expenses of their counsel) in connection with this Agreement and the offering contemplated hereby.

11.Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of each Initial Purchaser referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.

12.Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or the Initial Purchasers.

29

13.Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended; (d) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act and (e) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act; and (f) the term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

14.Miscellaneous. (a) Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Initial Purchasers.

(b)Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representative c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 270-1063); Attention: Syndicated & Leveraged Finance. Notices to the Company and the Guarantors shall be given to them at Res-Care, Inc., 9901 Linn Station Road, Louisville, Kentucky 40223 (fax: (502) 394- 2206); Attention: David Miles.

(c)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(d)Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(e)Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(f)Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,
RES-CARE, INC.
By	/s/ Ralph G. Gronefeld, Jr.
	Ralph G. Gronefeld, Jr.
	President and Chief Exeucitve Officer
GUARANTORS LISTED ON SCHEDULE 2
(except Normal Life of Indiana and Educare
Community Living Limited Partnership
By	/s/ David W. Miles.
	David W. Miles
	Authorized Signatory
NORMAL LIFE OF INDIANA, as Guarantor
By: Normal Life of Central Indiana, Inc.
Its: General Partner
By	/s/ David W. Miles.
	David W. Miles
	Treasurer
EDUCARE COMMUNITY LIVING LIMITED
PARTNERSHIP, as Guarantor
By: Community Alternatives Texas Partner, Inc.
Its: General Partner
By	/s/ David W. Miles.
	David W. Miles
		Treasurer

Schedule 1

Accepted: December 16, 2010

J.P. MORGAN SECURITIES LLC

For itself and on behalf of the
Several Initial Purchasers listed
In Schedule 1 hereto.

By	/s/ Meredith Hopson
	Authorized Signatory

Initial Purchasers	Principal Amount
J.P. Morgan Securities LLC	$	95,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	95,000,000
Fifth Third Securities LLC	5,000,000
U.S. Bancorp Investments, Inc.	5,000,000
Total	$	200,000,000

Schedule 2

Guarantors

NAME	STATE OF INCORPORATION/FORMATION
Accent Health Care, Inc.	Ohio
All Ways Caring Services, Inc.	Illinois
Alternative Choices, Inc.	California
Alternative Youth Services, Inc.	Delaware
Arbor E&T, LLC	Kentucky
Arbor PEO, Inc.	Delaware
B.W.J. Opportunity Centers, Inc.	Texas
Baker Management, Inc.	Missouri
Bald Eagle Enterprises, Inc.	Missouri
Bolivar Developmental Training Center, Inc.	Missouri
Braley & Thompson, Inc.	West Virginia
Capital TX Investments, Inc.	Delaware
Careers in Progress, Inc.	Louisiana
CATX Properties, Inc.	Delaware
CNC/Access, Inc.	Rhode Island
Community Advantage, Inc.	Delaware
Community Alternatives Home Care, Inc.	Kentucky
Community Alternatives Illinois, Inc.	Delaware
Community Alternatives Indiana, Inc.	Delaware
Community Alternatives Kentucky, Inc.	Delaware
Community Alternatives Missouri, Inc.	Missouri
Community Alternatives Mobile Nursing, Inc.	Kentucky
Community Alternatives Nebraska, Inc.	Delaware
Community Alternatives New Mexico, Inc.	Delaware
Community Alternatives of Washington D.C., Inc.	Washington, D.C.
Community Alternatives Pharmacy, Inc.	Delaware
Community Alternatives Texas Partner, Inc.	Delaware
Community Alternatives Virginia, Inc.	Delaware
Creative Networks, L.L.C.	Arizona
EduCare Community Living - Normal Life, Inc.	Texas
EduCare Community Living - Texas Living Centers, Inc.	Texas
EduCare Community Living Corporation - America	Delaware
EduCare Community Living Corporation - Gulf Coast	Texas
EduCare Community Living Corporation - Missouri	Missouri
EduCare Community Living Corporation - Nevada	Nevada
EduCare Community Living Corporation - New Mexico	New Mexico
EduCare Community Living Corporation - North Carolina	North Carolina
EduCare Community Living Corporation - Texas	Texas
EduCare Community Living Limited Partnership	Kentucky
Employ-Ability Unlimited, Inc.	Ohio
Franklin Career College Incorporated	California
General Health Corporation	Arizona
Habilitation Opportunities of Ohio, Inc.	Ohio
Hydesburg Estates, Inc.	Missouri

Individualized Supported Living, Inc.	Missouri
J. & J. Care Centers, Inc.	California
Job Ready, Inc.	Arkansas
Normal Life Family Services, Inc.	Louisiana
Normal Life of California, Inc.	California
Normal Life of Central Indiana, Inc.	Indiana
Normal Life of Georgia, Inc.	Georgia
Normal Life of Indiana	Indiana
Normal Life of Lafayette, Inc.	Louisiana
Normal Life of Lake Charles, Inc.	Louisiana
Normal Life of Louisiana, Inc.	Louisiana
Normal Life of Southern Indiana, Inc.	Indiana
Normal Life, Inc.	Kentucky
P.S.I. Holdings, Inc.	Ohio
PeopleServe, Inc.	Delaware
Pharmacy Alternatives, LLC	Kentucky
RAISE Geauga, Inc	Ohio
Res-Care Alabama, Inc.	Delaware
Res-Care Arkansas, Inc.	Delaware
Res-Care California, Inc.	Delaware
ResCare DTS International, LLC	Delaware
Res-Care Europe, Inc.	Delaware
ResCare Finance, Inc.	Delaware
Res-Care Florida, Inc.	Florida
Res-Care Idaho, Inc.	Delaware
Res-Care Illinois, Inc.	Delaware
ResCare International, Inc.	Delaware
Res-Care Iowa, Inc.	Delaware
Res-Care Kansas, Inc.	Delaware
Res-Care Michigan, Inc.	Delaware
Res-Care New Jersey, Inc.	Delaware
Res-Care Ohio, Inc.	Delaware
Res-Care Oklahoma, Inc.	Delaware
ResCare Pennsylvania Health Management Services, Inc.	Delaware
ResCare Pennsylvania Home Health Associates, Inc.	Delaware
Res-Care Premier, Inc.	Delaware
Res-Care Training Technologies, Inc.	Delaware
Res-Care Washington, Inc.	Delaware
Res-Care Wisconsin, Inc.	Delaware
Rest Assured, LLC	Kentucky
Rockcreek, Inc.	California
RSCR California, Inc.	Delaware
RSCR Inland, Inc.	California
RSCR West Virginia, Inc.	Delaware
Skyview Estates, Inc.	Missouri
Southern Home Care Services, Inc.	Georgia
Tangram Rehabilitation Network, Inc.	Texas
Texas Home Management, Inc.	Delaware
The Academy for Individual Excellence, Inc.	Delaware

The Citadel Group, Inc.	Texas
THM Homes, Inc.	Delaware
Upward Bound, Inc.	Missouri
VOCA Corp.	Ohio
VOCA Corporation of America	Ohio
VOCA Corporation of Florida	Florida
VOCA Corporation of Indiana	Indiana
VOCA Corporation of Maryland	Maryland
VOCA Corporation of New Jersey	New Jersey
VOCA Corporation of North Carolina	North Carolina
VOCA Corporation of Ohio	Ohio
VOCA Corporation of West Virginia, Inc.	West Virginia
VOCA of Indiana, LLC	Indiana
VOCA Residential Services, Inc.	Ohio
Youthtrack, Inc.	Delaware

Schedule 3

Subsidiaries

NAME	STATE OF INCORPORATION/FORMATION
Accent Health Care, Inc.	Ohio
All Ways Caring Services, Inc.	Illinois
Alternative Choices, Inc.	California
Alternative Youth Services, Inc.	Delaware
Arbor E&T, LLC	Kentucky
Arbor PEO, Inc.	Delaware
B.W.J. Opportunity Centers, Inc.	Texas
Baker Management, Inc.	Missouri
Bald Eagle Enterprises, Inc.	Missouri
Bolivar Developmental Training Center, Inc.	Missouri
Braley & Thompson, Inc.	West Virginia
Capital TX Investments, Inc.	Delaware
Careers in Progress, Inc.	Louisiana
CATX Properties, Inc.	Delaware
CNC/Access, Inc.	Rhode Island
Community Advantage, Inc.	Delaware
Community Alternatives Home Care, Inc.	Kentucky
Community Alternatives Illinois, Inc.	Delaware
Community Alternatives Indiana, Inc.	Delaware
Community Alternatives Kentucky, Inc.	Delaware
Community Alternatives Missouri, Inc.	Missouri
Community Alternatives Mobile Nursing, Inc.	Kentucky
Community Alternatives Nebraska, Inc.	Delaware
Community Alternatives New Mexico, Inc.	Delaware
Community Alternatives of Washington D.C., Inc.	Washington, D.C.
Community Alternatives Pharmacy, Inc.	Delaware
Community Alternatives Texas Partner, Inc.	Delaware
Community Alternatives Virginia, Inc.	Delaware
Creative Networks, L.L.C.	Arizona
EduCare Community Living - Normal Life, Inc.	Texas
EduCare Community Living - Texas Living Centers, Inc.	Texas
EduCare Community Living Corporation - America	Delaware
EduCare Community Living Corporation - Gulf Coast	Texas
EduCare Community Living Corporation - Missouri	Missouri
EduCare Community Living Corporation - Nevada	Nevada
EduCare Community Living Corporation - New Mexico	New Mexico
EduCare Community Living Corporation - North Carolina	North Carolina
EduCare Community Living Corporation - Texas	Texas
EduCare Community Living Limited Partnership	Kentucky
Employ-Ability Unlimited, Inc.	Ohio
Franklin Career College Incorporated	California
General Health Corporation	Arizona
Habilitation Opportunities of Ohio, Inc.	Ohio
Hydesburg Estates, Inc.	Missouri

Individualized Supported Living, Inc.	Missouri
J. & J. Care Centers, Inc.	California
Job Ready, Inc.	Arkansas
Maatwerk Nederland B.V.	Netherlands
Maatwerk Reintegrations GmbH	Kle
Maatwerk Support B.V.	Netherlands
Middle East Training LLC	Jordan
Normal Life Family Services, Inc.	Louisiana
Normal Life of California, Inc.	California
Normal Life of Central Indiana, Inc.	Indiana
Normal Life of Georgia, Inc.	Georgia
Normal Life of Indiana	Indiana
Normal Life of Lafayette, Inc.	Louisiana
Normal Life of Lake Charles, Inc.	Louisiana
Normal Life of Louisiana, Inc.	Louisiana
Normal Life of Southern Indiana, Inc.	Indiana
Normal Life, Inc.	Kentucky
P.S.I. Holdings, Inc.	Ohio
PeopleServe, Inc.	Delaware
PeopleServe Limited	United Kingdom
Pharmacy Alternatives, LLC	Kentucky
RAISE Geauga, Inc	Ohio
Res-Care Alabama, Inc.	Delaware
Res-Care Arkansas, Inc.	Delaware
ResCare Bahrain W.L.L	Bahrain
Res-Care California, Inc.	Delaware
ResCare DTS International, LLC	Delaware
Res-Care Europe, Inc.	Delaware
ResCare Finance, Inc.	Delaware
Res-Care Florida, Inc.	Florida
ResCare Gulf FZ-LLC	Dub
Res-Care Idaho, Inc.	Delaware
Res-Care Illinois, Inc.	Delaware
ResCare International, Inc.	Delaware
Res-Care Iowa, Inc.	Delaware
Res-Care Kansas, Inc.	Delaware
ResCare Maatwerk B.V.	Netherlands
Res-Care Michigan, Inc.	Delaware
ResCare Netherlands B.V.	Netherlands
Res-Care New Jersey, Inc.	Delaware
Res-Care Ohio, Inc.	Delaware
Res-Care Oklahoma, Inc.	Delaware
ResCare Pennsylvania Health Management Services, Inc.	Delaware
ResCare Pennsylvania Home Health Associates, Inc.	Delaware
ResCare Premier Canada, Inc.	Ontario
Res-Care Premier, Inc.	Delaware
Res-Care Training Technologies, Inc.	Delaware
ResCare UK Limited	United Kingdom
Res-Care Washington, Inc.	Delaware

Res-Care Wisconsin, Inc.	Delaware
Rest Assured, LLC	Kentucky
Rockcreek, Inc.	California
RSCR California, Inc.	Delaware
RSCR Inland, Inc.	California
RSCR West Virginia, Inc.	Delaware
Skyview Estates, Inc.	Missouri
Southern Home Care Services, Inc.	Georgia
Tangram Rehabilitation Network, Inc.	Texas
Texas Home Management, Inc.	Delaware
The Academy for Individual Excellence, Inc.	Delaware
The Citadel Group, Inc.	Texas
THM Homes, Inc.	Delaware
Upward Bound, Inc.	Missouri
VOCA Corp.	Ohio
VOCA Corporation of America	Ohio
VOCA Corporation of Florida	Florida
VOCA Corporation of Indiana	Indiana
VOCA Corporation of Maryland	Maryland
VOCA Corporation of New Jersey	New Jersey
VOCA Corporation of North Carolina	North Carolina
VOCA Corporation of Ohio	Ohio
VOCA Corporation of West Virginia, Inc.	West Virginia
VOCA of Indiana, LLC	Indiana
VOCA Residential Services, Inc.	Ohio
Youthtrack, Inc.	Delaware

ANNEX A

a.          Additional Time of Sale Information

1.          Term sheet containing the terms of the securities, substantially in the form of Annex B.

ANNEX B

Pricing Supplement Strictly Confidential

Res-Care, Inc.$200,000,000
10.75% Senior Notes due 2019

Pricing Supplement dated December 16, 2010
to the
Preliminary Offering Memorandum dated December 8, 2010
of Res-Care, Inc.

This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum, which is hereby incorporated by reference. The information in this Pricing Supplement updates and supersedes any information in the Preliminary Offering Memorandum which is inconsistent, or prepared based on assumptions that are inconsistent, with the information below. Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Offering Memorandum.

The notes (and the related guarantees) have not been registered under the Securities Act or any other securities laws. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. We and the initial purchasers are offering the notes only to qualified institutional buyers under Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see “Transfer restrictions” in the Preliminary Offering Memorandum.

See “Risk factors” beginning on page 19 of the Preliminary Offering Memorandum for a discussion of certain risks that you should consider in connection with an investment in the notes.

Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent effected by the changes described herein.

Issuer:	Res-Care, Inc. (the “Issuer”)
Security Description:	10.75% Senior Notes due 2019
Distribution:	Rule 144A / Regulation S with Registration Rights
Principal Amount:	$200,000,000
Gross Proceeds:	$200,000,000
Maturity:	January 15, 2019
Coupon:	10.75%
Issue Price:	100.000% of face amount
Yield to Maturity:	10.75%
Spread to Benchmark Treasury:	+762 bps
Benchmark Treasury:	UST 2.75% due 2/15/2019
Interest Payment Dates:	January 15 and July 15, commencing July 15, 2011
Record Dates:	January 1 and July 1

Equity clawback:	Up to 35% at 110.75%, on or prior to January 15, 2014
Optional redemption:	Make-whole call @ T+50 bps prior to January 15, 2015, then
	On or after		At the redemption price of
	January 15, 2015		105.375	%
	January 15, 2016		102.688	%
	January 15, 2017 and thereafter		100.000	%
Change of control:	Putable at 101% of principal plus accrued interest
Trade date:	December 16, 2010
Settlement date:	December 22, 2010 (T+4).
CUSIP Numbers:	144A		Regulation S
	CUSIP: 760943 AK6		CUSIP: U76090 AD8
	ISIN: US760943AK62		ISIN: USU76090AD82
Ratings:	B3 (Moody’s) / B- (S&P)(1)
Joint Book-Running Managers:	J.P. Morgan Securities LLC
	Merrill Lynch, Pierce, Fenner & Smith Incorporated
Co-Managers:	Fifth Third Securities, Inc.
	U.S. Bancorp Investments, Inc.
Changes to the Preliminary Offering Memorandum:	In addition, the following changes will be made to the Preliminary Offering Memorandum as well as additional conforming changes consistent with the changes described herein:
Preamble	On page iii of the Preliminary Offering Memorandum, the last paragraph relating to the settlement date is replaced in its entirety with the following:
		“It is expected that delivery of the notes will be made against payment there for on or about December 22, 2010, which is the fourth business day following the date hereof (such settlement cycle being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing should consult their own advisors.”
Description of other indebtedness	The Issuer’s new senior secured credit facilities on which the notes offering is conditioned may vary in principal amount or maturity from the description under the caption “Description of other indebtedness” as follows:

(1) A securities rating is not a recommendation to buy, sell or hold these notes. Each rating may be subject to revision or withdrawal at any time and should be evaluated independently of any other rating.

	The term loan credit facility will provide for at least $160 million (but not more than $190 million).
		·		The revolving credit facility will provide for commitments of at least $175 million (but not more than $275 million) maturing not earlier than July 2013.
	In addition, pricing and other terms of the Issuer’s new senior secured credit facilities may vary from those set forth under “Description of other indebtedness.”
	To the extent that the term loan facility provides for less than $190 million, the Issuer may borrow under its revolving credit facility to satisfy the uses set forth under “Use of proceeds.”
Description of notes	The Credit Agreement basket in clause (a) of the second paragraph under the caption “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” is reduced to $340.0 million at any one time outstanding but will permit up to $85 million of additional indebtedness under the Credit Agreement for letters of credit to the extent drawn.
	·		The general Indebtedness basket in clause (l) of the second paragraph under the caption “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” is reduced to $35.0 million at any one time outstanding (without any increase based upon percentage of Total Assets).
	·		The basket for Investments in Unrestricted Subsidiaries in clause (7) of the second paragraph under the caption “— Limitation on restricted payments” is reduced to $35.0 million at any one time outstanding (without any increase based upon percentage of Total Assets).
	·		The general Restricted Payments basket in clause (10) of the second paragraph under the caption “Limitation on restricted payments” is reduced to $25.0 million at any one time outstanding (without any increase based upon percentage of Total Assets).
	·		The general Permitted Investments basket in clause (9) of the definition of “Permitted Investments” is reduced to $35.0 million at any one time outstanding (without any increase based upon percentage of Total Assets).
	·		The basket for Investments in joint ventures in clause (19) of the definition of “Permitted Investments” is reduced to $35.0 million at any one time outstanding (without any increase based upon percentage of Total Assets).
	·		In the carve-out in clause (19) of the second paragraph under the caption “—Affiliate transactions,” the reference to tax payments permitted by clause (12) of the second paragraph under the caption “—Limitation on restricted payments” is corrected to clause 13(c) of the second

		paragraph under the caption “—Limitation on restricted payments”.
	·	The “Merger, consolidation or sale of all or substantially all assets” covenant is modified to permit the merger of each of Onex Rescare Acquisition LLC and Onex Rescare Holdco II, LLC with and into Res-Care, Inc. with Res-Care, Inc. as the surviving company as contemplated by the Preliminary Offering Memorandum without compliance with the covenant, provided that such merger does not adversely impact the Issuer’s assets or liabilities as reflected in the Preliminary Offering Memorandum.
Plan of distribution	U.S. Bancorp Investments, Inc. and Fifth Third Securities, Inc. are acting as lenders under our amended and restated senior credit agreement. In addition, Olivia F. Kirtley, one of the independent members of the Issuer’s board of directors, also serves as a director of U.S. Bancorp, the parent company of U.S. Bancorp Investments, Inc.

This material is strictly confidential and has been prepared by us solely for us in connection with the proposed offering of the notes described in the Preliminary Offering Memorandum. This material is personal to each offeree and does not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the notes. Please refer to the Preliminary Offering Memorandum for a complete description.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

ANNEX C

Restrictions on Offers and Sales Outside the United States

In connection with offers and sales of Securities outside the United States:

(a)                  Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act.

(b)                 Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

(i)            Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act.

(ii)           None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.

(iii)          At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

(iv)          Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company.

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.

(c)                  Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, as defined below (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time:

·to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

·to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

·in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive

2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

(d)                 Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

(i)            it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors; and

(ii)           it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

(e)                 Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

(f)                 Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

The Securities have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each Initial Purchaser agrees that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the

Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

(g)                   Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

·              The Offering Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering memorandum and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the Securities to the public in Singapore.

Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required.

Annex D-1

[Form of Opinion of Frost Brown Todd LLC]

December [ ], 2010

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

Fifth Third Securities LLC

U.S. Bancorp Investments, Inc

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

We have acted as special counsel to Res-Care, Inc., a Kentucky corporation (the “Company”), and the subsidiary guarantors listed on Schedule 2 to the Purchase Agreement (as defined below) (the “Guarantors”), in connection with the transactions contemplated by that certain Purchase Agreement (the “Purchase Agreement”) dated as of December [16], 2010 among the Company and J.P. Morgan Securities LLC, as representative of the purchasers listed on Schedule 1 to the Purchase Agreement (each an “Initial Purchaser” and collectively, the “Initial Purchasers”). This opinion is being delivered to you pursuant to Section 6(f) of the Purchase Agreement. Capitalized terms used herein which are defined in the Purchase Agreement shall have the meanings set forth in the Purchase Agreement, unless otherwise defined herein.

In connection with the rendering of this opinion, we have examined and relied, as to factual matters, upon originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, statements of public officials and Company officers and directors, and such other instruments, and have made such investigations of law, as we have deemed relevant and necessary as a basis for this opinion, including, without limitation, the following documents (items 1 through 8 below are collectively referred to herein as the “Transaction Documents”):

1. The Purchase Agreement;

2. The Share Exchange Agreement;

3. The Time of Sale Information;

4. The Offering Memorandum;

5. The Registration Rights Agreement;

6. The Indenture (including the terms of the Guarantees set forth therein);

7. The New Notes;

8. The form of the Exchange Notes;

9. The Company’s Articles of Incorporation, as amended;

10. The Bylaws of the Company; and

11. The Company’s minute books.

We have discussed with representatives of the Company such questions of fact as we have deemed necessary or appropriate for the purpose of this opinion, and we have relied upon certificates of officers of the Company with respect to the accuracy of such factual matters and on the factual matters contained in the representations and warranties of the Company and the Initial Purchasers that are contained in the Purchase Agreement.

For purposes of this opinion, we have assumed (i) that the Initial Purchasers and each other party to the Transaction Documents, other than the Company and the Specified Subsidiaries (as defined herein), have the corporate or other power, authority or capacity to enter into and perform all of their obligations under the Transaction Documents, and (ii) the due execution and delivery by, and valid and binding effect upon, the Initial Purchasers and each other party to the Transaction Documents, other than the Company and the Guarantors. We also have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the competency of all individuals and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

(i)            The Company and each of the subsidiaries listed on Schedule 1 hereto (collectively, the “Specified Subsidiaries”) have been duly organized and are validly existing under the laws of their respective jurisdictions of organization, and have all corporate, limited liability company or limited partnership power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect. Each Specified Subsidiary incorporated or organized in the State of Delaware is in good standing under the laws of the State of Delaware.

(ii)           The Company has an authorized capitalization as set forth in each of the Time of Sale Information and the Offering Memorandum under the heading “Capitalization,” and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares).

(iii)          The Company and each of the Guarantors have full right, power and authority to execute and deliver each of the Transaction Documents to which each is a party and to perform their respective obligations thereunder, and all corporate, limited liability company or partnership action, as applicable, required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

(iv)          The Share Exchange Agreement has been duly authorized, executed and delivered by the Company and the Guarantees have been duly authorized by the Guarantors.

(v)           The Indenture has been duly authorized, executed and delivered by the Company and each of the Guarantors.

(vi)          The Securities have been duly authorized, executed and delivered by the Company.

(vii)         The Exchange Securities (including the related Guarantees) have been duly authorized by the Company and each of the Guarantors.

(viii)        The Purchase Agreement has been duly authorized, executed and delivered by the Company and the Guarantors, and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors.

(ix)           The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Specified Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Specified Subsidiaries is a party or by which the Company or any of the Specified Subsidiaries is bound or to which any of the property or assets of the Company or any of its Specified Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of the Specified Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above,

for any such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(x)            No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers and (ii) with respect to the Exchange Securities (including the related Guarantees) under the Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement.

(xi)           Neither the Company nor any of its subsidiaries is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Information and the Offering Memorandum none of them will be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act.

(xii)          Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(xiii)         You have requested our opinion as to whether the state courts of the Commonwealth of Kentucky, and a federal court sitting in the Commonwealth of Kentucky, would give effect to the choice of law provisions of the Transaction Documents, which provide that the laws of the State of New York govern the construction of the Transaction Documents. We have assumed for purposes of this opinion that the transactions contemplated by the Transaction Documents bear a reasonable relation to New York, and such relational contacts include, but are not limited to, the following: (1) J.P Morgan Securities, LLC, which acted as representative of the Initial Purchasers in connection with the transactions contemplated by the Purchase Agreement, has its principal place of business located in New York, and the proceeds from the sale of the Notes will be disbursed on behalf of the Initial Purchasers in New York, (2) negotiations of the Transaction Documents have taken place in part in New York, (3) the Transaction Documents will be accepted by the Initial Purchasers in New York, (4) the closing of the transactions contemplated by the Transaction Documents will occur in New York, and (5) the Initial Purchasers and the Company are each sophisticated in financial dealings, they are aware of the laws of New York, and there was no collusion or fraud in relation to the parties’ choice of law with respect to the Transaction Documents. Please note that although we believe these facts to be some of the facts relevant to a determination of the enforceability of the choice of law clause contained in the Transaction Documents, the courts (the “Courts”) of the Commonwealth of Kentucky have not explicitly stated that these types of facts are the only ones that they would consider. With your knowledge and consent, we have not inquired into facts

deemed relevant in tort cases or in cases interpreting contracts of insurance. Although we consider such factors to be irrelevant, the Courts may nevertheless deem them to be relevant.

Under the laws of Kentucky, it is more likely than not that a Kentucky state court or a federal court sitting in Kentucky as the forum state and applying the conflicts of laws rules of Kentucky would give effect to the provisions in the Transaction Documents that provide that the Transaction Documents are to be governed by, and construed in accordance with, the laws of New York. The foregoing opinion is subject to the following reasoned analysis:

The United States Court of Appeals for the Sixth Judicial Circuit has addressed the choice of law rule applicable in Kentucky in Wallace Hardware Company, Inc. v. Abrams, 223 F.3d 382 (6th Cir. 2000), in an effort to reconcile the divergent case law that has developed with regard to this matter. Big Four Mills Limited v. Commercial Credit Co., Inc., 211 S.W.2d 831 (Ky. Ct. App. 1948), has been described as Kentucky’s seminal case on the issue of the validity of choice of law provisions in transactions of a commercial nature. The Big Four case held that a choice of foreign law will be upheld if at least one vital element of the contract is associated with the foreign state whose laws are sought to be invoked and the transaction is entered into in good faith. Id. However, a more recent line of cases has adopted the “most significant relationship to the transaction and the parties” test, articulated in the Restatement (2d) of Conflicts of Laws (1971). See Breeding v. Massachusetts Indemnity & Life Ins., 633 S.W.2d 717 (Ky. 1982); Lewis v. American Family Ins. Group, 555 S.W.2d 579, 581 (Ky. 1977). Finally, Kentucky courts have had a tendency to apply Kentucky law in matters involving personal injuries suffered within Kentucky or by Kentucky residents and where procedural matters are at issue. See, Adam v. J.B. Hunt Transp. Inc., 130 F.3d 219 (6th Cir. 1977); Breeding, 633 S.W.2d at 718; Foster v.  Leggett, 484 S.W.2d 827, 829 (Ky. 1972); Arnett v. Thompson, 433 S.W.2d 109, 113 (Ky. 1968); Paine v. LaQuinta Motor Inns, Inc., 736 S.W.2d 355 (Ky. Ct. App. 1987).

In Wallace Hardware, the Sixth Circuit went through a thorough and lengthy analysis of the Kentucky state case law. Noting that the vast array of Kentucky cases have arrived at seemingly inconsistent results, the Sixth Circuit focused on the most recent Kentucky Supreme Court and Kentucky Court of Appeals cases, and attempted to ferret out the distinctions in the other cases which seemed to reach an inconsistent result. Id., at 391-401. The Sixth Circuit has concluded that Section 187 of the Restatement (Second) of Conflicts of Laws governs the enforceability of choice of law provisions in Kentucky. Id., at 398-400.

The Wallace Hardware case sets forth the governing rule as follows: “the parties’ choice of law should be honored unless (1) ‘the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice,’ or (2) ‘application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest.” Id., at 398 (quoting Restatement (Second) of Conflicts of Laws § 187.

In applying the first prong of the test, careful consideration is given to the parties’ contacts with the chosen state. The Wallace Hardware case involved a choice of law provision in a guaranty executed by two owners of a hardware store located in Kentucky in favor of Wallace Hardware Company, a wholesaler of hardware goods and services located in Tennessee.

The choice of law provision established the guaranty would be governed by Tennessee law. The court found that there were sufficient contacts with the State of Tennessee to justify Tennessee as a reasonable choice. The court found that the wholesale supplier, Wallace Hardware, was located in Tennessee, the goods were purchased from Tennessee, and the injury from any default by the Kentucky purchasers would be felt in Tennessee. Id. at 398.

With regard to the second prong, known as the “fundamental policy” prong, the Sixth Circuit noted that “[t]he fact. . .that a different result might be achieved if the law of the chosen forum is applied does not suffice to show that the foreign law is repugnant to a fundamental policy of the forum State.” Id., at 399 (quoting Johnson v. Ventra Group, Inc., 191 F.3d 732, 739-40 (6th Cir. 1999)). The Sixth Circuit adopted the Restatement (Second)’s commentary that a statute may incorporate a “fundamental” state policy if it is “designed to protect a person against the oppressive use of superior bargaining power. . .” Id. at 399. However, where the evidence reveals an arms-length transaction between parties represented by counsel, rather than a contract of adhesion imposed by a party of superior bargaining strength, there is no basis for concluding that the “fundamental interest” of protection referenced above has been violated. Id. at 399-400.

In finding that prong two had been satisfied, the Wallace Hardware court focused on the fact that there was no evidence of over-reaching. The individual owners of the hardware store located in Kentucky clearly understood “the indebtedness they were agreeing to pay,” and had ample opportunity to review the terms of the guaranty prior to signing. Id. at 400.

The Sixth Circuit stressed that this rule accommodates both the “fundamental goal of contract law. . .to uphold clearly ascertained and negotiated contracts rights,” while at the same time recognizing the need to limit enforcement to “reasonable” choices of law. Id. at 397; See  also Tractor and Farm Supply, Inc. v. Ford New Holland, Inc., 898 F.Supp. 1198, 1203 (W.D. Ky. 1995).

Accordingly, while it should be noted that the Kentucky state courts are not bound to follow the Sixth Circuit in determining the enforceability of a choice of law provision, it is likely that the Kentucky state courts will follow the guidance of Wallace Hardware and will focus on the relationship of the parties and the transactions to the chosen state. Additionally, we believe that a court would consider whether the provision was the product of an arms-length negotiation between parties of relatively equal bargaining power. It is our belief that it is more likely than not that a Kentucky state court or federal court sitting in the Commonwealth of Kentucky applying the foregoing analysis should find that these two factors exist and should give effect to the choice of law provisions of the Transaction Documents described in the first full paragraph of page 5 hereof.

(xiv) We have participated in conferences with representatives of the Company, representatives of its independent accountants and counsel and representatives of the Initial Purchasers, at which conferences the contents of the Time of Sale Information and the Offering Memorandum and any amendment and supplement thereto and related matters were discussed and, although we assume no responsibility for the accuracy, completeness or fairness of the Time of Sale Information and the Offering Memorandum and any amendment or supplement thereto (except as expressly provided above), nothing has come to our attention to cause us to believe that the Time of

Sale Information, at the Time of Sale (which we assume to be the date of the Purchase Agreement), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or that the Offering Memorandum or any amendment or supplement thereto, as of its date and the Closing Date, contained or contains any untrue statement of a material fact or omits or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than, in each case, the financial statements and other financial information contained therein, as to which we need express no belief).

The foregoing opinions are subject to the following qualifications:

The term “to our knowledge” or similar language, whenever used in this letter with respect to our firm, means that nothing has come to the attention of the lawyers in our firm who have had substantive involvement in our representation of the Company or the Guarantors indicating the contrary, and shall not imply that we have made any independent verification with respect to such matters. Having no actual knowledge or reason to believe that the representations and warranties in the Transaction Documents are inaccurate, misleading or false, we have assumed the correctness and accuracy of such representations and warranties.

Our opinions as to valid existence of each of the Company and the Guarantors under the laws of the jurisdictions in which such entity is organized and their due authorization to conduct business in the jurisdictions listed on Schedule 1 hereto expressed in Paragraph (i) hereto are based solely on the certificates of existence issued by the Secretary of State of the jurisdiction in which the Company or the Guarantors are organized, without any further independent investigation with respect thereto.

We are members of the Bar of the Commonwealth of Kentucky and do not hold ourselves out as experts on, or as generally familiar with, or qualified to express opinions under, laws other than the laws of the Commonwealth of Kentucky, the State of Indiana and the United States and the corporate laws of the State of Delaware, and the opinion given hereunder is limited thereto.

The opinions expressed herein are limited to the matters expressly stated herein and no other opinions are implied by, or are to be inferred from, this letter.

Without our specific written consent, the foregoing may not be relied upon in any manner by any person, firm or entity other than you and your counsel. The information set forth herein is as of the date of this opinion letter, and we assume no obligation to advise you or your counsel of any changes, whether or not deemed material, of which we may subsequently learn.

Very truly yours,

FROST BROWN TODD LLC

Annex D-2

[Form of Opinion of Kaye Scholer LLP]

December [    ], 2010

J.P. Morgan Securities LLC

As Representative of the several Initial Purchasers
listed in Schedule 1 to the Purchase Agreement

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

We have acted as counsel to Res-Care, Inc., a Kentucky corporation (the “Company”) in connection with the Purchase Agreement (the “Purchase Agreement”) dated as of December [16], 2010, by and among the Company, the Guarantors listed in Schedule 2 to the Purchase Agreement (the “Guarantors”) and J.P. Morgan Securities LLC (the “Representative”), as Representative of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement (collectively, the “Initial Purchasers”).

This opinion is given pursuant to Section 6(f) of the Purchase Agreement. Capitalized terms used in this opinion without definition have the meanings given to them in the Purchase Agreement.

In connection with this opinion, we have examined the following documents:

(1)the Purchase Agreement;

(2)the Preliminary Offering Memorandum dated December 8, 2010 (the “Preliminary Offering Memorandum”);

(3)the Pricing Term Sheet dated as of December [16], 2010 attached as Annex B to the Purchase Agreement (together with the Preliminary Offering Memorandum, the “Time of Sale Information”); and

(4)the Offering Memorandum dated as of December [16], 2010.

The items referred to in clauses (1) - (4) above are referred to herein collectively as the “Transaction Documents.”

In addition to the items listed above, we have examined such other documents and questions of law as we have deemed necessary for the purposes of this opinion. As to matters of fact, we have also examined such certificates of public officials, officers of the Company and other persons as we have deemed relevant and appropriate as a basis for the opinions expressed herein, and we have made no effort to independently verify the facts set forth in such certificates. Further, in making the foregoing examinations, we have assumed the genuineness of all

signatures, the legal capacity of each person signatory to any of the documents reviewed by us, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. In making the foregoing examinations, we have assumed that, as to factual matters, all representations and warranties made in the aforesaid documents, including without limitation those set forth in the Purchase Agreement, were and are true, correct and complete.

The laws covered by the opinions expressed herein are limited to the federal laws of the United States of America which in the exercise of customary professional diligence, would reasonably be recognized as applicable to the Company with respect to the transactions contemplated by the Transaction Documents (excluding any securities laws (except to the extent set forth in paragraph 2 of this opinion)). For purposes of this opinion letter, the “law” of a jurisdiction means such jurisdiction’s statutes, the judicial and administrative decisions of such jurisdiction, and the rules and regulations of the governmental or regulatory authorities of such jurisdiction, but excluding the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level) and judicial decisions to the extent that they deal with any of the foregoing excluded items.

Whenever our opinion herein with respect to the existence or nonexistence of facts is qualified by the phrase “to our knowledge” or any similar phrase implying a limitation on the basis of knowledge, except as otherwise expressly set forth herein, such phrase means only that none of our present attorneys who have devoted substantive attention to matters on behalf of the Company have actual current knowledge with respect thereto at the time this opinion is delivered.

Based on the foregoing, and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, it is our opinion that:

1.           The statements in the Time of Sale Information and the Offering Memorandum under the heading “Material U.S. Federal Income and Tax Considerations”, to the extent that they constitute descriptions of matters of U.S. federal income tax law or regulation, constitute accurate summaries of the matters described therein in all material respects.

2.           Assuming the accuracy of and compliance with the representations, warranties, covenants and agreements of the Company, the Guarantors and the Initial Purchasers contained in the Purchase Agreement, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers or the initial resale of the Securities by the Initial Purchasers pursuant to Rule 144A under the Securities Act or outside of the United States in compliance with Regulation S under the Securities Act, in each case in the manner contemplated by the Purchase Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act other than any registration or qualification that may be required in connection with the Registration Rights Agreement.

The opinions expressed above are subject to the following qualifications, assumptions and exceptions:

(a)          The foregoing opinions are limited to the specific issues addressed and to laws existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any matter or, of any change in, such laws or in the interpretations thereof which may occur after the date hereof.

(b)         With respect to our opinion in paragraph 2, we express no opinion as to when or under what circumstances any Securities initially resold by the Initial Purchasers may be reoffered or resold.

We have assumed that the Initial Purchasers and the Trustee will enforce each Transaction Document in compliance with the provisions thereof and all requirements of applicable law.

*  *  *

During the course of the preparation of the Time of Sale Information, we have participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants and counsel for the Company and representatives of the Representative. While we have not undertaken to determine independently and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Offering Memorandum and the Offering Memorandum and have made no independent check or verification thereof (except in each case as specifically set forth above), based on these conferences and our review of the documents referenced above, nothing has come to our attention that would lead us to believe that (i) the Time of Sale Information (except for financial data, statements and related notes, the financial statement schedules, the auditor’s report thereon and the other financial, accounting and statistical data (to the extent such statistical data is derived from the financial and accounting data) included therein or omitted therefrom, as to which we express no view) as of the Time of Sale, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) the Offering Memorandum (except for financial data, statements and related notes, the financial statement schedules, the auditor’s report thereon and the other financial, accounting and statistical data (to the extent such statistical data is derived from the financial and accounting data) included therein or omitted therefrom, as to which we express no view) as of the date thereof or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

This opinion is being furnished only to you solely for the purpose set out above and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, and may not be relied upon by any other person for any purpose, without our prior written consent.

Very truly yours,

Annex D-3

[Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP]

December [ ], 2010

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

Fifth Third Securities LLC

U.S. Bancorp Investments, Inc

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

We have acted as special counsel to Res-Care, Inc., a Kentucky corporation (the “Company”) and the guarantors listed on Schedule A hereto (collectively, the “Guarantors”), in connection with (i) the issuance and sale by the Company of $200,000,000 aggregate principal amount of its [ ]% Senior Notes due 2019 (the “Notes”), pursuant to the provisions of an Indenture, dated December [ ], 2010 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”), and (ii) the grant by the Guarantors of the related guarantees (such guarantees of the Notes under the Indenture, the “Guarantees”) of the Company’s obligations under the Notes and the Indenture, in each case, pursuant to a Purchase Agreement, dated December [ ], 2010 (the “Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers named therein (the “Initial Purchasers”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”

This opinion is delivered to you pursuant to Section 6(f)(iii) of the Purchase Agreement. All capitalized terms used herein that are defined in, or by reference in, the Purchase Agreement have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, facsimile, electronic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case, as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:

a.executed copies of the Notes issued and delivered on the date hereof;

b.an executed copy of the Indenture;

c.an executed copy of the Registration Rights Agreement;

d.an executed copy of the Purchase Agreement;

e.the Time of Sale Information; and

f.the Offering Memorandum dated December [ ], 2010.

The documents referred to in items (a) through (c) above, inclusive, are collectively referred to as the “Transaction Documents.”

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, facsimile, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Transaction Documents and the Purchase Agreement and certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others, and assume compliance on the part of all parties to the Transaction Documents and the Purchase Agreement with their respective covenants and agreements contained therein.

To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) the Notes have been duly authenticated and delivered by the Trustee; (ii) all of the parties to the Transaction Documents and the Purchase Agreement are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to (a) execute and deliver the Transaction Documents and the Purchase Agreement, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (iii) the Transaction Documents have been duly authorized, executed and delivered by all of the parties thereto and constitute valid and binding obligations of all the parties thereto (other than the Company and the Guarantors) enforceable against such parties in accordance with their respective terms; (iv) the Purchase Agreement has been duly authorized, executed and delivered by all of the parties thereto and constitutes a valid and binding obligation of all the parties thereto enforceable against such parties in accordance with its terms; and (v) all of the parties to the Transaction Documents and the Purchase Agreement will comply with the Transaction Documents and the Purchase Agreement and with all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.The Indenture constitutes a valid and binding obligation of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms.

2.The Registration Rights Agreement constitutes a valid and binding obligation of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms.

3.Assuming the due authentication of the Notes by the Trustee in accordance with the terms of the Indenture and upon payment and delivery thereof in accordance with the terms of the Purchase Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits provided by the Indenture.

4.The Exchange Securities, if and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the exchange offer contemplated by the Registration Rights Agreement (the “Exchange Offer”), will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits provided by the Indenture.

5.Assuming due authentication of the Notes by the Trustee in accordance with the terms of the Indenture and upon payment and delivery of the Notes in accordance with the terms of the Purchase Agreement, the Guarantees will constitute valid and binding obligations of each of the Guarantors, enforceable against the Guarantors in accordance with their terms, and will be entitled to the benefits provided by the Indenture.

6.If and when (i) the Exchange Securities are issued by the Company and authenticated by the Trustee in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, and (ii) the guarantees of the Exchange Securities (the “Exchange Guarantees”) are issued by the Guarantors in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Exchange Guarantees will constitute valid and binding obligations of each of the Guarantors, enforceable against the Guarantors in accordance with their terms, and will be entitled to the benefits provided by the Indenture.

7.The statements set forth in the Time of Sale Information and the Offering Memorandum under the caption “Description of Notes” insofar as it purports to constitute summaries of certain terms of documents referred to therein, fairly summarize in all material respects the matters described therein.

The opinions set forth above are subject to the following qualifications:

(A)We express no opinion as to:

(i)the validity, binding effect or enforceability of any provision of any Transaction Documents:

(a)relating to (I) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York, or (II) choice of governing law to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York or a federal court sitting in the State of New York, in each case applying the choice of law rules of the State of New York, or (III) service of process, or (IV) waivers of any rights to trial by jury;

(b)relating to indemnification, contribution or exculpation;

(c)specifying that provisions thereof may be modified or waived only in writing;

(d)which may be construed to be in the nature of a penalty;

(e)relating to any purported waiver, release or variation of rights or other agreement to similar effect (all of the foregoing, collectively, a “Waiver”) by any of the Company or the Guarantors under any of the Transaction Documents;

(f)that purports to create a trust or other fiduciary relationship or a power of attorney;

(g)specifying that any person may exercise set-off or similar rights other than in accordance with applicable law; or

(ii)the effect of any law of any jurisdiction other than the State of New York wherein any party to the Transaction Documents may be located or wherein enforcement of any Transaction Document may be sought that limits the rates of interest legally chargeable or collectible.

(B) Our opinions above are subject to the following:

(i)bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws (or related judicial doctrines) now or hereafter in effect relating to or affecting creditors’ rights or remedies generally; and

(ii)general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies) whether such principles are considered in a proceeding in equity or at law.

(C)Provisions in the Guarantees, the Exchange Guarantees and the Indenture that provide that the Guarantors’ liability thereunder shall not be affected by (i) actions or failures to act on the part of the recipient, holders or the Trustee, (ii) modifications, amendments or waivers of provisions of documents governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantors, might not be enforceable under circumstances and in the event of actions that change the essential nature of the terms and conditions of the guaranteed obligations. With respect to each Guarantor, we have assumed that consideration that is fair and sufficient to support the agreements of each Guarantor under the Transaction Documents has been, and would be deemed by a court of competent jurisdiction to have been, duly received by each such Guarantor.

The opinions expressed herein are limited to the laws of the State of New York as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the opinions expressly stated herein. The opinions expressed herein are given only as of the date hereof, and we undertake no responsibility to update or supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof or for any other reason.

The opinions expressed herein are solely for your benefit as purchasers in connection with the Purchase Agreement and may not be relied on in any manner or for any purpose by any other person or entity (including by any person or entity that acquires Securities from you) and may not be quoted in whole or in part without our prior written consent. In addition, this letter and its benefits are not assignable, without our prior written consent, to any person or entity that acquires Securities from you.

Very truly yours,

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

Annex D-4

[Form of Opinion David S. Waskey]

December     , 2010

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

Fifth Third Securities LLC

U.S. Bancorp Investments, Inc

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

I am General Counsel of Res-Care, Inc., a Kentucky corporation (the “Company”), and have acted as such in connection with the transactions contemplated by that certain Purchase Agreement (the “Purchase Agreement”) dated as of December [16], 2010 among the Company and J.P. Morgan Securities LLC, as representative of the purchasers listed on Schedule 1 to the Purchase Agreement (each an “Initial Purchaser” and collectively, the “Initial Purchasers”). This opinion is being delivered to you pursuant to Section 6(f) of the Purchase Agreement. Capitalized terms used herein which are defined in the Purchase Agreement shall have the meanings set forth in the Purchase Agreement, unless otherwise defined herein.

In my capacity as General Counsel, I have, with attorneys acting under my supervision, examined and relied upon originals or copies (certified or otherwise identified to my satisfaction) of the following documents (items 1 through 8 below are collectively referred to here in as the “Transaction Documents”):

1.The Purchase Agreement;

2.The Share Exchange Agreement;

3.The Time of Sale Information;

4.The Offering Memorandum;

5.The Registration Rights Agreement;

6.The Indenture;

7.The certificates representing the Securities;

8.The form of the certificates representing the Exchange Securities;

9.The Company’s Articles of Incorporation, as amended;

10.The Bylaws of the Company; and

11.The Company’s minute books.

I have also, with attorneys acting under my supervision, examined and relied upon such public records, such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of officers and directors of the company and the Guarantors, and have made such inquiries of such public officials, officers, or directors as I have deemed necessary or appropriate as a basis for the opinion hereinafter set forth. In such examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals or copies and the conformity with the originals of all documents submitted to me as photostatic copies. As to questions of fact material to such opinions, which were not independently established, I have relied upon certificates or comparable documents of officers of the Company and the Guarantors and upon representations and warranties contained in the Transaction Documents.

Based on the foregoing, and subject to the assumptions, qualifications and limitations stated herein, I opine that:

1.To the best of my knowledge, except as described in each of the Time of Sale Information and the Offering Memorandum, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of the Company’s Subsidiaries is or may be a party or to which any property of the Company or any of the Company’s Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect; and to the best of my knowledge no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others.

2.Excepting the matters described in the Time of Sale Information and the Offering Memorandum under the captions “Securities and exchange commission review,” “Description of other indebtedness,” “Description of notes,” “Exchange offer; registration rights,” “Book-entry settlement and clearance,” “Material U.S. federal income tax considerations,” “Certain ERISA considerations,” “Transfer restrictions,” and “Plan of distribution,” the descriptions in each of the Time of Sale Information and the Offering Memorandum of statutes, legal, governmental and regulatory proceedings and contracts and other documents are accurate in all material respects.

My opinion expressed above is subject to the following qualifications and limitations:

I am admitted to practice in the Commonwealth of Kentucky and the opinions given hereunder are limited thereto. To the extent that any opinion expressed herein relates to the laws of a state other than the Commonwealth of Kentucky, I have assumed that the substantive laws of the jurisdiction applicable are substantially similar to the laws of the Commonwealth of Kentucky in all material respects.

* * * * * *

This opinion is limited solely to those items set forth above and I specifically do not render any opinion as to any matter not specifically stated herein. This opinion speaks only as of the date hereof, and I disclaim any undertaking to update this opinion at any time. This opinion is being delivered to you solely for your benefit and without any prior written consent, may not be relied upon for any other purpose or by any other person, firm or entity for any purpose.

Very truly yours,

Res-Care, Inc.

David S. Waskey

General Counsel

Annex E

[Form of Opinion of Texas Counsel for the Company]

December [*], 2010

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

Fifth Third Securities LLC

U.S. Bancorp Investments, Inc

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: Texas subsidiaries of Res-Care, Inc.

Ladies and Gentlemen:

We have acted as special Texas counsel to B.W.J. Opportunity Centers, Inc., a Texas corporation (“BWJ”), EduCare Community Living — Normal Life, Inc., a Texas corporation (“Normal Life”), EduCare Community Living — Texas Living Centers, Inc., a Texas corporation (“Texas Living Centers”), EduCare Community Living Corporation — Gulf Coast, a Texas corporation (“Gulf Coast”), EduCare Community Living Corporation — Texas, a Texas corporation (“EduCare Texas”), Tangram Rehabilitation Network, Inc., a Texas corporation (“Tangram”) and The Citadel Group, Inc., a Texas corporation (collectively with BWJ, Normal Life, Texas Living Centers, Gulf Coast, EduCare Texas and Tangram, the “Guarantors” and each a “Guarantor”), in connection with the Purchase Agreement, dated [*], 2010 (the “Purchase Agreement”) among Res-Care, Inc., a Kentucky corporation (the “Company”), the Guarantors, and J.P. Morgan Securities LLC as representative of the several initial purchasers listed on Schedule 1 to the Purchase Agreement. The Purchase Agreement provides for issuance of [*]% Senior Notes due 201[*] (the “Securities”) by the Company (the “Transaction”) in the amount of $200,000,000. We are delivering this opinion letter to you at the Company and each Guarantor’s request pursuant to Section 6(g) of the Purchase Agreement.

The following documents, all dated [*], 2010[, except as otherwise indicated,] are referred to collectively in this opinion letter as the “Transaction Documents”:

1.the Indenture (the “Indenture”), among the Company, the guarantors party thereto and [Wells Fargo Bank, National Association], as trustee;

2.[a form of Guarantee set forth in the Indenture to be entered into by each Guarantor] [the Guarantees whose terms are set forth in the Indenture to be entered into by each Guarantor] (each a “Security Guarantee”);

3.[a form of Guarantee related to each Exchange Security (as defined in the Indenture) to be entered into by each Guarantor] [the Guarantees of the Exchange Securities (as hereafter defined) by the Guarantors] (together with the Security Guarantee, each a “Guarantee”);

4.the Registration Rights Agreement (the “Registration Rights Agreement”), [*]; and

5.the Purchase Agreement.

Capitalized terms used but not defined in this opinion letter have the meanings given to such terms in the Purchase Agreement.

In connection with rendering the opinions set forth below, we have examined the Transaction Documents and made such other investigation as we have deemed appropriate. We have also examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also examined and relied on certain certificates of an officer of each of the Guarantors (each, a “Fact Certificate”). A copy of each Fact Certificate has been furnished to you. We have not independently established any of the facts so relied on.

References in this opinion letter to our knowledge mean a conscious present awareness of facts, without investigation, by any of the lawyers currently with this firm who have given substantive attention to legal representation of the Guarantors while at this firm.

For the purposes of this opinion letter we have expressly made the following assumptions that (i) each document submitted to us is accurate and complete, (ii) each such document that is an original is authentic, (iii) each such document that is a copy conforms to an authentic original, (iv) any amendment or restatement of any document has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement and that no amendment is contemplated to any document reviewed by us, (v) all signatures on each document provided to us are genuine, (vi) each natural person who has signed and delivered a Fact Certificate had the legal capacity to sign and deliver such Fact Certificate, and (vii) no changes in the facts certified in any Fact Certificate have occurred or will occur after the date of such Fact Certificate. We have not verified any of the foregoing assumptions.

The opinions expressed in this opinion letter are limited to the law of the State of Texas. Except as expressly set forth in this opinion letter, we are not opining on specialized laws that are not customarily covered in opinion letters of this kind, such as tax, insolvency, antitrust, and securities laws. We are not opining on federal law or the law of any county, municipality or other political subdivision or local governmental agency or authority.

Based on the foregoing, and subject to the foregoing and the additional qualifications and other matters set forth below, it is our opinion that:

1.Each Guarantor is a corporation validly existing and in good standing under the laws of the State of Texas.

2.Each Guarantor has the corporate power and the corporate authority to own or hold their respective properties in each jurisdiction in which they own or lease such property, except where the failure to do so would not, individually or in aggregate have a Material Adverse Effect.

3.             Each Guarantor has the corporate power and the corporate authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party.

4.             Each Guarantor has taken all corporate action necessary to authorize the execution and delivery of and performance of its obligations under the Purchase Agreement, the Indenture and the Registration Rights Agreement, and has duly executed and delivered each of them. Each Guarantor has taken all corporate action necessary to authorize the [execution and delivery of and] performance of its obligations under the Guarantees to which it is a party.

5.             The execution and delivery by each Guarantor of the Transaction Documents to which it is a party, and the performance by each Guarantor of its obligations under the Transaction Documents to which it is a party, do not violate (i) such Guarantor’s Certificate of Formation or By-laws or (ii) the Texas Business Organizations Code or any applicable statute, rule, or regulation of the State of Texas.

6.             The execution and delivery by each Guarantor of the Transaction Documents, and the performance by such Guarantor of its obligations under such Transaction Documents, do not require such Guarantor to obtain any approval by or make any filing with any governmental authority under any statute, rule, or regulation of the State of Texas, except approvals and filings previously obtained or made and in full force or such approvals or filings as may be required (i) under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers, and (ii) with respect to the Exchange Securities (including the related guarantees) under the Securities Act of 1933, as amended, and applicable state securities laws and as contemplated by the Registration Rights Agreement.

We advise you, pursuant to Purchase Agreement, that as of [*], 2010 we were not engaged by any Guarantor to give substantive attention, in the form of legal consultation or representation, to any action or proceeding pending before any court, governmental agency or arbitrator, or overtly threatened in writing, against such Guarantor that seeks to enjoin the performance or affect the enforceability of the Transaction Documents or the consummation of the Transaction.

We are furnishing this opinion letter to you solely in connection with the Transaction.

You may not rely on this opinion letter in any other connection, and it may not be furnished to or relied upon by any other person for any purpose, without our specific prior written consent, except that you may furnish this opinion letter (without reliance) in connection with your defense of any legal, regulatory or administrative proceeding before a court, arbitrator or governmental authority of competent jurisdiction.

The foregoing opinions are rendered as of the date of this letter. We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur.

Very truly yours,

Exhibit A

[Form of Registration Rights Agreement]

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated December 22, 2010 (this “Agreement”) is entered into by and among Res-Care, Inc., a Kentucky corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchasers”).

The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated December 16, 2010 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company’s 10.75% Senior Notes due 2018 (the “Securities”) which will be guaranteed on an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.             Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Guarantor” shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in the annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

“Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture.

“Guarantors” shall have the meaning set forth in the preamble and shall also include any Additional Guarantors and any Guarantor’s successor that Guarantees the Securities.

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall mean the Indenture relating to the Securities dated as of December 22, 2010 among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

“Initial Purchasers” shall have the meaning set forth in the preamble.

2

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof. “J.P. Morgan” shall have the meaning set forth in the preamble.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are sold pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not Rule 144A), if following such resale such Securities do not bear any restrictive legend relating to the

3

Securities Act and do not bear a restricted CUSIP number, (iii) when such Securities cease to be outstanding or (iv) except in the case of Securities that (A) otherwise remain Registrable Securities, (B) are held by an Initial Purchaser and (C) are ineligible to be exchanged in the Exchange Offer, when the Exchange Offer is consummated.

“Registration Default” shall mean the occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during any 12-month period during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12- month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Initial Purchasers (such counsel, the “Participating Holders’ Counsel”)) and (viii) the fees and disbursements of the independent registered public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance

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with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities (other than Securities of the same class as the Registrable Securities under the terms of the Indenture)) unless approved by a majority in aggregate principal amount of the Securities held by the Participating Holders) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof. “Staff” shall mean the staff of the SEC.

“Target Registration Date” shall mean the 365th day after the Closing Date.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

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“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2.             Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable best efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the earlier of (1) 180 days after the last Exchange Date and (2) such time that the Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date.

The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii)the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

(iii)that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

(iv)that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to

the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

(v)that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

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As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

(I)accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(II)deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

The Company and the Guarantors shall use their commercially reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer.

The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

(b)           In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially reasonable best efforts to cause to be filed after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf

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Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof.

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

The Company and the Guarantors agree to use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (A) two years from the date of effectiveness of such Shelf Registration Statement, and (B) the date on which the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the

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Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c)          The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d)         An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

If a Registration Default occurs, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default.

(e)          Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.

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3.             Registration Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall:

(i)           prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected by the Company and the Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii)          use commercially reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

(iii)         to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed in accordance with the requirements of Rule 433(g) under the Securities Act;

(iv)        in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, the Participating Holders’ Counsel and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

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(v)         use their commercially reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

(vi)        notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Participating Holder and the Participating Holders’ Counsel promptly and, if requested by any such Participating Holder or the Participating Holders’ Counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects as of the date given or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose or if, on the closing date of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities are not true and correct in all material respects, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such

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Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;

(vii)       use their commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration Statement on the proper form, at the earliest practicable date and provide prompt notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution;

(viii)      in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

(ix)         in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

(x)          upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or

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the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

(xi)         a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any Form 8-K that is to be incorporated by reference into a Registration Statement and that specifically relates to the Securities (an “Incorporated 8-K”), a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and the Participating Holders’ Counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or the Participating Holders’ Counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any Incorporated 8-K, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and the Participating Holders’ Counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and the Participating Holders’ Counsel) shall reasonably object;

(xii)        obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

(xiii)       cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(xiv)       in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any managing Underwriter participating in any disposition pursuant to such Shelf Registration Statement, the Participating Holders’ Counsel and one accounting firm designated by a majority in aggregate principal amount of the Securities held by the Participating Holders and any attorneys and accountants designated by such

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managing Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, managing Underwriter, attorney or accountant in connection with a Shelf Registration Statement as shall be reasonably necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter) and provided, further, that all such confidential information that is provided by the Company and the Guarantors shall be kept confidential by each such Person (except for disclosures to such Person’s affiliates and its and their respective employees, legal counsel and other experts or agents who need to know such information in connection with permitted uses thereof), unless disclosure thereof is required or requested under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise), by order or act of any court or governmental or regulatory authority or body, or such information is or has become available to the public generally through the Company or any Guarantor or through a third party without an accompanying obligation of confidentiality owed by such Person to the Company or the Guarantors, or disclosure is required in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting or exercising any of its rights, remedies or interests, or the Company consents to the non-confidential treatment of such information;

(xv)        if reasonably requested by any Participating Holder, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and which is required or permitted to be included therein by the applicable rules and regulations of the SEC and make all required filings of such Prospectus supplement or such post-effective amendment promptly after the Company has received notification of the matters to be so included in such filing;

(xvi)       in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus,

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any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when reasonably requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the managing Underwriter, if any, and the Participating Holders’ Counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Company and the Guarantors (and, if necessary, any other registered public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement;

(xvii)      so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity, to the Initial Purchasers no later than five Business Days following the execution thereof; and

(xviii)     if the Board of Directors of the Company has resolved that (x) due to the existence of material non-public information regarding the Company, disclosure of such material non-public information would be required to make the statements contained in the Shelf Registration Statement, any related Prospectus or Free Writing Prospectus or any documents incorporated by reference or deemed incorporated by reference therein not misleading (including, for the avoidance of doubt, the pendency of an acquisition or disposition by the Company) and (y) the Company has a bona fide business purpose for preserving as confidential such material non-public information (other than avoidance of its obligations hereunder), then the availability of the Shelf Registration Statement shall be suspended and the Company shall give notice (without notice of the

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nature or details of such business purpose) to the Participating Holders that the availability of the Shelf Registration Statement is suspended and each Participating Holder agrees not to sell any Securities pursuant to such Shelf Registration Statement until such Participating Holder’s receipt of copies of a supplemented or amended Prospectus, or until it is advised in writing by the Company that the Prospectus may be used. The period during which the availability of the Shelf Registration and any Prospectus is suspended shall not exceed 45 days in any three-month period or 60 days in any twelve-month period.

(b)         In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing.

(c)          Each Participating Holder agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Participating Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d)         If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions.

(e)          The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering; provided that any such Underwriter must be reasonably acceptable to the Company.

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4.             Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b)         In light of the above, and notwithstanding the other provisions of this Agreement, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i) 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof) and (ii) the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

(c)          The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof.

5.           Indemnification and Contribution. (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based

17

upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any Free Writing Prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing by such Initial Purchaser, or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus or any Free Writing Prospectus.

(b)         Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus.

(c)          If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or

18

asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment to the extent that the Indemnifying Person is required to indemnify such Indemnified Person in respect of such loss or liability under the other provisions of this Section 5. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request, (ii) the Indemnifying Person shall have received written notice of the terms of such settlement at least 7 days prior to such settlement being entered into and (iii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse the Indemnified Person is based on a dispute with a good faith basis as to either the obligation of the Indemnifying Person arising under

19

this Section 5 to indemnify the Indemnified Person or the amount of such obligation and the Indemnifying Person shall have notified the Indemnified Person of such good faith dispute prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)         If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)          The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating, preparing or defending against any such action or claim. Notwithstanding the

20

provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f)          The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

(g)         The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6.             General.

(a)          No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b)         Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

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(c)          Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d)         Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e)          Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

(f)          Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which

22

when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)         Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h)         Governing Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

(i)            Entire Agreement; Severability.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

RES-CARE INC.
By
Name:
Title:
GUARANTORS LISTED ON SCHEDULE 1
(except Normal Life of Indiana and Educare Community Living Limited Partnership)
By
	David W. Miles
	Authorized Signatory

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NORMAL LIFE OF INDIANA, as Guarantor
By: Normal Life of Central Indiana, Inc.
Its: General Partner
By
	David W. Miles
	Treasurer
EDUCARE COMMUNITY LIVING LIMITED PARTNERSHIP, as Guarantor
By: Community Alternatives Texas Partner, Inc.
Its: General Partner
By
	David W. Miles
	Treasurer

24

Confirmed and accepted as of the date first above written:
J.P. MORGAN SECURITIES LLC
For itself and on behalf of the several Initial Purchasers
By
	Authorized Signatory

25

Schedule 1

Guarantors

Name	State of Incorporation/Formation
Accent Health Care, Inc.	Ohio
All Ways Caring Services, Inc.	Illinois
Alternative Choices, Inc.	California
Alternative Youth Services, Inc.	Delaware
Arbor E&T, LLC	Kentucky
Arbor PEO, Inc.	Delaware
B.W.J. Opportunity Centers, Inc.	Texas
Baker Management, Inc.	Missouri
Bald Eagle Enterprises, Inc.	Missouri
Bolivar Developmental Training Center, Inc.	Missouri
Braley & Thompson, Inc.	West Virginia
Capital TX Investments, Inc.	Delaware
Careers in Progress, Inc.	Louisiana
CATX Properties, Inc.	Delaware
CNC/Access, Inc.	Rhode Island
Community Advantage, Inc.	Delaware
Community Alternatives Home Care, Inc.	Kentucky
Community Alternatives Illinois, Inc.	Delaware
Community Alternatives Indiana, Inc.	Delaware
Community Alternatives Kentucky, Inc.	Delaware
Community Alternatives Missouri, Inc.	Missouri
Community Alternatives Mobile Nursing, Inc.	Kentucky
Community Alternatives Nebraska, Inc.	Delaware
Community Alternatives New Mexico, Inc.	Delaware
Community Alternatives of Washington D.C., Inc.	Washington, D.C.
Community Alternatives Pharmacy, Inc.	Delaware
Community Alternatives Texas Partner, Inc.	Delaware
Community Alternatives Virginia, Inc.	Delaware
Creative Networks, L.L.C.	Arizona
EduCare Community Living - Normal Life, Inc.	Texas
EduCare Community Living - Texas Living Centers, Inc.	Texas
EduCare Community Livign Corporation - America	Delaware
EduCare Community Living Corporation - Gulf Coast	Texas
EduCare Community Living Corporation - Missouri	Missouri
EduCare Community Living Corporation - Nevada	Nevada
EduCare Community Living Coporation - New Mexico	New Mexico
EduCare Community Living Corporation - North Carolina	North Carolina
EduCare Community Living Corporation - Texas	Texas
EduCare Community Living Limited Partnership	Kentucky
Employ-Ability Unlimited, Inc.	Ohio
Franklin Career College Incorporated	California
General Health Corporation	Arizona
Habilitation Opportunities of Ohio, Inc.	Ohio
Hydesburg Estates, Inc.	Missouri

Individualized Supported Living, Inc.	Missouri
J. & J. Care Centers, Inc.	California
Job Ready, Inc.	Arkansas
Normal Life Family Services, Inc.	Louisiana
Normal Life of California, Inc.	California
Normal Life of Central Indiana, Inc.	Indiana
Normal Life of Georgia, Inc.	Georgia
Normal Life of Indiana	Indiana
Normal Life of Lafayette, Inc.	Louisiana
Normal Life of Lake Charles, Inc.	Louisiana
Normal Life of Louisiana, Inc.	Louisiana
Normal Life of Southern Indiana, Inc.	Indiana
Normal Life, Inc.	Kentucky
P.S.I. Holdings, Inc.	Ohio
PeopleServe, Inc.	Delaware
Pharmacy Alternatives, LLC	Kentucky
RAISE Geauga, Inc	Ohio
Res-Care Alabama, Inc.	Delaware
Res-Care Arkansas, Inc.	Delaware
Res-Care California, Inc.	Delaware
ResCare DTS International, LLC	Delaware
Res-Care Europe, Inc.	Delaware
ResCare Finance, Inc.	Delaware
Res-Care Florida, Inc.	Florida
Res-Care Idaho, Inc.	Delaware
Res-Care Illinois, Inc.	Delaware
ResCare International, Inc.	Delaware
Res-Care Iowa, Inc.	Delaware
Res-Care Kansas, Inc.	Delaware
Res-Care Michigan, Inc.	Delaware
Res-Care New Jersey, Inc.	Delaware
Res-Care Ohio, Inc.	Delaware
Res-Care Oklahoma, Inc.	Delaware
ResCare Pennsylvania Health Management Services, Inc.	Delaware
ResCare Pennsylvania Home Health Associates, Inc.	Delaware
Res-Care Premier, Inc.	Delaware
Res-Care Training Technologies, Inc.	Delaware
Res-Care Washington, Inc.	Delaware
Res-Care Wisconsin, Inc.	Delaware
Res-Care, Inc.	Kentucky
Rest Assured, LLC	Kentucky
Rockcreek, Inc.	California
RSCR California, Inc.	Delaware
RSCR Inland, Inc.	California
RSCR West Virginia, Inc.	Delaware
Skyview Estates, Inc.	Missouri
Southern Home Care Services, Inc.	Georgia
Tangram Rehabilitation Network, Inc.	Texas
Texas Home Management, Inc.	Delaware
The Academy for Individual Excellence, Inc.	Delaware

The Citadel Group, Inc.	Texas
THM Homes, Inc.	Delaware
Upward Bound, Inc.	Missouri
VOCA Corp.	Ohio
VOCA Corporation of America	Ohio
VOCA Corporation of Florida	Florida
VOCA Corporation of Indiana	Indiana
VOCA Corporation of Maryland	Maryland
VOCA Corporation of New Jersey	New Jersey
VOCA Corporation of North Carolina	North Carolina
VOCA Corporation of Ohio	Ohio
VOCA Corporation of West Virginia, Inc.	West Virginia
VOCA of Indiana, LLC	Indiana
VOCA Residential Services, Inc.	Ohio
Youthtrack, Inc.	Delaware

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated December 22, 2010 by and among Res-Care Inc., a Kentucky corporation, the guarantors party thereto and J.P. Morgan Securities LLC, on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                           , 201  .

[GUARANTOR]

By

Name:

Title:

EX-5.1

Exhibit 5.1

Opinion of Frost Brown Todd LLC

April 15, 2011

Res-Care, Inc.

10140 Linn Station Road

Louisville, Kentucky 40223

Ladies & Gentlemen:

We have acted as counsel to Res-Care, Inc., a Kentucky corporation (the “Company”), in connection with the Company’s offer to exchange (the “Exchange Offer”) $200,000,000 in aggregate principal amount of its 10.75% Senior Notes due 2019 (the “Exchange Notes”) which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for its existing 10.75% Senior Notes due 2019 (the “Outstanding Notes”), as described in the Registration Statement on Form S-4 relating to the Exchange Offer (as amended or supplemented, the “Registration Statement”) filed with the Securities and Exchange Commission.  The Exchange Notes will be guaranteed by each of the corporations, partnerships and limited liability companies listed on the ANNEX hereto, each of which is organized under the laws of the United States of America (collectively, the “Subsidiary Guarantors”).

The Outstanding Notes were issued, and the Exchange Notes are proposed to be issued, pursuant to an indenture dated as of December 22, 2011 (the “Indenture”), by and among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association (the “Trustee”). The terms of the Exchange Notes to be issued are substantially identical to the Outstanding Notes, except for certain transfer restrictions and registration rights relating to the Outstanding Notes. The Indenture is an exhibit to the Registration Statement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement.

In connection with the opinions expressed in this letter, we have reviewed the Registration Statement and the related Prospectus and the Indenture (including Article 10, which pertains to Subsidiary Guarantees, and the form of Exchange Notes) (collectively referred to herein as the “Transaction Documents”).  We also have investigated such questions of law and examined originals or copies, certified or otherwise identified to our satisfaction, of such other

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documents and records, in each case as we have deemed necessary or appropriate for the purpose of expressing the opinions set forth herein.

In connection with the rendering of this opinion, we have examined and relied, as to factual matters, upon originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, statements of public officials and Company officers and directors, and such other instruments, and have made such investigations of law, as we have deemed relevant and necessary as a basis for this opinion, including, without limitation, the following documents:

1.The Transaction Documents;

2.The Outstanding Notes;

3.The Company’s minute books;

4.Copies of the certificates or articles of incorporation, each as amended as of the date hereof, of the Company and those Subsidiary Guarantors that are corporations;

5.Copies of the by-laws, each as amended as of the date hereof, of the Company and those Subsidiary Guarantors that are corporations;

6.Copies of limited liability company agreements, each as amended as of the date hereof, of those Subsidiary Guarantors that are limited liability companies;

7.Copies of partnership agreements, each as amended as of the date hereof, of those Subsidiary Guarantors that are partnerships;

8.Records of corporate and other proceedings of the Company and Subsidiary Guarantors relating to the authorization of the execution and delivery of the Indenture, and the authorization of the issuance thereunder of the Outstanding Notes and the Exchange Notes; and

9.An executed counterpart of the Indenture (including the form of Notes contained therein).

Based upon and subject to the foregoing and other limitations and qualifications stated herein, we are of the opinion that:

(i) the Exchange Notes have been duly authorized by the Company and each of the Subsidiary Guarantors, respectively, and, when executed by the Company and each of the Subsidiary Guarantors, respectively, and duly authenticated by the Trustee and delivered in exchange for the Outstanding Notes in accordance with the terms of the Indenture, if, notwithstanding the contrary governing law provision in the Indenture, the Exchange Notes were governed by the laws of the Commonwealth of Kentucky (other than the choice of law provisions thereof), the Exchange Notes would constitute legal, valid and binding obligations of

the Company and each of the Subsidiary Guarantors, respectively, enforceable against the Company and each of the Subsidiary Guarantors, respectively, in accordance with their terms; and

(ii) the Indenture has been duly authorized, executed and delivered by the Company and each of the Subsidiary Guarantors and, assuming due execution and delivery thereof by the Trustee, if, notwithstanding the contrary governing law provision in the Indenture, the Indenture was governed by the laws of the Commonwealth of Kentucky (other than the choice of law provisions thereof), the Indenture would constitute a legal, valid and binding obligation of the Company and each of the Subsidiary Guarantors, enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms.

Insofar as this opinion relates to the enforceability of any document or instrument, it is subject to (i) all bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and (ii) general principles or equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). We express no opinion as to (w) the enforceability of any provision for the recovery of attorneys’ fees, (x) the extent to which any document or instrument may be specifically enforced, (y) the validity or enforceability of any provision (1) purporting to modify or waive any requirement of commercial reasonableness, prior notice or right of redemption, (2) purporting to waive equitable rights or remedies, (3) purporting to waive any rights of the Company under the Transaction Documents, as the case may be, or any consent thereto, or any duty owed to the Company as a matter of law, except to the extent that it may so waive or consent under applicable law, or (4) purporting to require the payment or reimbursement of fees, costs, expenses or other amounts which are unreasonable in nature or amount, or (z) the enforceability of the provisions regarding indemnification and contribution set forth in Transaction Documents.

We are members of the Bars of the Commonwealth of Kentucky and the State of New York, and we do not hold ourselves out as experts on, or as generally familiar with, or qualified to express opinions under, laws other than the laws of states in which our members are admitted to practice and the federal laws of the United States of America, and this opinion is limited thereto.

The opinion is limited to the matters expressly stated herein and no other opinions are implied by, or are to be inferred from, this letter.  The information set forth herein is as of the date of this opinion, and we assume no obligation to advise you of any changes, whether or not deemed material, of which we may subsequently learn.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to us under “Legal Matters” in the Prospectus that is included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,
FROST BROWN TODD LLC
By:	/s/ Bonita K. Black
Bonita K. Black, Member

ANNEX

Accent Health Care, Inc.

All Ways Caring Services, Inc.

Alternative Choices, Inc.

Alternative Youth Services, Inc.

Arbor E&T, LLC

Arbor PEO, Inc.

B.W.J Opportunity Centers, Inc.

Baker Management, Inc.

Bald Eagle Enterprises, Inc.

Bolivar Developmental Training Center, Inc.

Braley & Thompson, Inc.

Capital TX Investments, Inc.

Careers in Progress, Inc.

CATX Properties, Inc.

CNC/Access, Inc.

Community Advantage, Inc.

Community Alternatives Home Care, Inc.

Community Alternatives Illinois, Inc.

Community Alternatives Indiana, Inc.

Community Alternatives Kentucky, Inc.

Community Alternatives Missouri, Inc.

Community Alternatives Mobile Nursing, Inc.

Community Alternatives Nebraska, Inc.

Community Alternatives New Mexico, Inc.

Community Alternatives Pharmacy, Inc.

Community Alternatives Texas Partner, Inc.

Community Alternatives Virginia, Inc.

Community Alternatives of Washington, D.C., Inc.

Creative Networks, L.L.C.

EduCare Community Living-Normal Life, Inc.

EduCare Community Living-Texas Living Centers, Inc.

EduCare Community Living Corporation-America

EduCare Community Living Corporation-Gulf Coast

EduCare Community Living Corporation-Missouri

EduCare Community Living Corporation-Nevada

EduCare Community Living Corporation-New Mexico

EduCare Community Living Corporation-North Carolina

EduCare Community Living Corporation-Texas

EduCare Community Living Limited Partnership

Employ-Ability Unlimited, Inc.

Franklin Career College Incorporated

General Health Corporation

Habilitation Opportunities of Ohio, Inc.

Health Services Personnel, Inc.

Hydesburg Estates, Inc.

Individualized Supported Living, Inc.

J. & J. Care Centers, Inc.

Job Ready, Inc.

Normal Life Family Services, Inc.

Normal Life of California, Inc.

Normal Life of Central Indiana, Inc.

Normal Life of Georgia, Inc.

Normal Life of Indiana (general partnership)

Normal Life of Lafayette, Inc.

Normal Life of Lake Charles, Inc.

Normal Life of Louisiana, Inc.

Normal Life of Southern Indiana, Inc.

Normal Life, Inc.

P.S.I. Holdings, Inc.

PeopleServe, Inc.

Pharmacy Alternatives, LLC

RAISE Geauga, Inc.

Res-Care Alabama, Inc.

Res-Care Arkansas, Inc.

Res-Care California, Inc.

Res-Care DTS International, LLC

Res-Care Europe, Inc.

Res-Care Florida, Inc.

Res-Care Idaho, Inc.

Res-Care Illinois, Inc.

Res-Care International, Inc.

Res-Care Iowa, Inc.

Res-Care Kansas, Inc.

Res-Care Michigan, Inc.

Res-Care New Jersey, Inc.

Res-Care New Mexico, Inc.

Res-Care Ohio, Inc.

Res-Care Oklahoma, Inc.

Res-Care Premier, Inc.

Res-Care Training Technologies, Inc.

Res-Care Washington, Inc.

Res-Care Wisconsin, Inc.

ResCare Finance, Inc.

ResCare Pennsylvania Health Management Services, Inc.

ResCare Pennsylvania Home Health Associates, Inc.

Rest Assured, LLC

Rockcreek, Inc.

RSCR California, Inc.

RSCR Inland, Inc.

RSCR West Virginia, Inc.

Skyview Estates, Inc.

Southern Home Care Services, Inc.

Tangram Rehabilitation Network, Inc.

Texas Home Management, Inc.

The Academy for Individual Excellence, Inc.

The Citadel Group, Inc.

THM Homes, Inc.

Upward Bound, Inc.

VOCA Corp.

VOCA Corporation of America

VOCA Corporation of Florida

VOCA Corporation of Indiana

VOCA Corporation of Maryland

VOCA Corporation of New Jersey

VOCA Corporation of North Carolina

VOCA Corporation of Ohio

VOCA Corporation of West Virginia, Inc.

VOCA of Indiana, LLC

VOCA Residential Services, Inc.

Youthtrack, Inc.

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 22, 2010

among

ONEX RESCARE ACQUISITION, LLC
as a Borrower,

RES-CARE, INC.,
as a Borrower,

ONEX RESCARE HOLDINGS CORP.,
as Holdings,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
L/C Issuer and Swing Line Lender,

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME,

BANK OF AMERICA, N.A.,
as Syndication Agent,

J.P. MORGAN SECURITIES LLC,
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Joint Lead Arrangers and
Joint Bookrunners

GENERAL ELECTRIC CAPITAL CORPORATION,
and
U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agents

TABLE OF CONTENTS

		Page
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01.	Defined Terms	2
Section 1.02.	Other Interpretive Provisions	46
Section 1.03.	Accounting Terms; Financial Definitions	46
Section 1.04.	Rounding	47
Section 1.05.	References to Agreements, Laws, Etc	47
Section 1.06.	Times of Day	47
Section 1.07.	Timing of Payment of Performance	48
Section 1.08.	Cumulative Credit Transactions	48
Section 1.09.	Pro Forma Calculations	48
Section 1.10.	Letter of Credit Amounts	49
Section 1.11.	Exchange Rates; Currency Equivalents	49
Section 1.12.	Additional Alternative Currencies	49
Section 1.13.	Change of Currency	50
Section 1.14.	Amendment and Restatement of Previous Credit Agreement and Previous Guaranty Agreement; Reaffirmation of Previous Loan Documents	50
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01.	The Loans	51
Section 2.02.	Borrowings, Conversions and Continuations of Loans	51
Section 2.03.	Letters of Credit	53
Section 2.04.	Swing Line Loans	59
Section 2.05.	Prepayments	62
Section 2.06.	Termination or Reduction of Commitments	66
Section 2.07.	Repayment of Loans	66
Section 2.08.	Interest	67
Section 2.09.	Fees	67
Section 2.10.	Computation of Interest and Fees	68
Section 2.11.	Evidence of Indebtedness	68
Section 2.12.	Payments Generally	69
Section 2.13.	Sharing of Payments	70
Section 2.14.	Incremental Credit Extensions	71
Section 2.15.	Defaulting Lenders	72
Section 2.16.	Extensions of Loans and Commitments	74
ARTICLE III.
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01.	Taxes	76
Section 3.02.	Illegality	79
Section 3.03.	Inability to Determine Rates	79
Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	79
Section 3.05.	Funding Losses	80

i

Section 3.06.	Matters Applicable to All Requests for Compensation	81
Section 3.07.	Replacement of Lenders Under Certain Circumstances	81
Section 3.08.	Survival	83
ARTICLE IV.
CONDITIONS PRECEDENT
Section 4.01.	Conditions to Effectiveness of this Agreement	83
Section 4.02.	[Reserved]	84
Section 4.03.	Conditions to All Credit Events	84
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
Section 5.01.	Existence, Qualification and Power; Compliance with Laws	85
Section 5.02.	Authorization; No Contravention	85
Section 5.03.	Governmental Authorization; Other Consents	85
Section 5.04.	Binding Effect	86
Section 5.05.	Financial Statements; No Material Adverse Effect	86
Section 5.06.	Litigation	86
Section 5.07.	No Default	86
Section 5.08.	Ownership of Property; Liens	87
Section 5.09.	Environmental Matters	87
Section 5.10.	Taxes	88
Section 5.11.	ERISA Compliance	88
Section 5.12.	Subsidiaries; Equity Interests	88
Section 5.13.	Margin Regulations; Investment Company Act	88
Section 5.14.	Disclosure	89
Section 5.15.	Labor Matters	89
Section 5.16.	Intellectual Property; Licenses, Etc	89
Section 5.17.	Solvency	89
Section 5.18.	Security Documents	90
Section 5.19.	Anti-Terrorism Laws	90
Section 5.20.	Survival of Representations and Warranties, Etc	91
ARTICLE VI.
AFFIRMATIVE COVENANTS
Section 6.01.	Financial Statements	91
Section 6.02.	Certificates; Other Information	93
Section 6.03.	Notices	94
Section 6.04.	Payment of Obligations	94
Section 6.05.	Preservation of Existence, Etc	94
Section 6.06.	Maintenance of Properties	94
Section 6.07.	Maintenance of Insurance	95
Section 6.08.	Compliance with Laws	95
Section 6.09.	Books and Records	95
Section 6.10.	Inspection Rights	95
Section 6.11.	Additional Collateral; Additional Guarantors	96
Section 6.12.	Compliance with Environmental Laws	98
Section 6.13.	Further Assurances	98
Section 6.14.	Designation of Subsidiaries	98
Section 6.15.	[Reserved]	99
Section 6.16.	Use of Proceeds	99

ii

ARTICLE VII.
NEGATIVE COVENANTS
Section 7.01.	Liens	99
Section 7.02.	Investments	103
Section 7.03.	Indebtedness	105
Section 7.04.	Fundamental Changes	108
Section 7.05.	Dispositions	109
Section 7.06.	Restricted Payments	111
Section 7.07.	Change in Nature of Business	113
Section 7.08.	Transactions with Affiliates	114
Section 7.09.	Burdensome Agreements	114
Section 7.10.	Financial Covenants	115
Section 7.11.	Accounting Changes	117
Section 7.12.	Prepayments, Etc. of Indebtedness	117
Section 7.13.	Permitted Activities	117
Section 7.14.	Sale/Leaseback Transactions	118
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
Section 8.01.	Events of Default	118
Section 8.02.	Remedies upon Event of Default	120
Section 8.03.	Exclusion of Immaterial Subsidiaries	120
Section 8.04.	Application of Funds	120
Section 8.05.	Borrower’s Right to Cure	121
ARTICLE IX.
ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01.	Appointment and Authority	122
Section 9.02.	Rights as a Lender	122
Section 9.03.	Exculpatory Provisions	122
Section 9.04.	Reliance by Administrative Agent	123
Section 9.05.	Delegation of Duties	123
Section 9.06.	Resignation of Successor Administrative Agent	124
Section 9.07.	Non-Reliance on Administrative Agent and Other Lenders	124
Section 9.08.	Collateral and Guaranty Matters	124
Section 9.09.	No Other Duties, Etc	125
Section 9.10.	Appointment of Supplemental Administrative Agents	125
Section 9.11.	Withholding Tax	126
ARTICLE X.
MISCELLANEOUS
Section 10.01.	Amendments, Etc	126
Section 10.02.	Notices and Other Communications; Facsimile Copies	128
Section 10.03.	No Waiver; Cumulative Remedies	129
Section 10.04.	Attorney Costs and Expenses	130
Section 10.05.	Indemnification by the Borrower	130
Section 10.06.	Payments Set Aside	131
Section 10.07.	Successors and Assigns	131
Section 10.08.	Confidentiality	137
Section 10.09.	Setoff	138
Section 10.10.	Interest Rate Limitation	138
Section 10.11.	Counterparts	139

iii

Section 10.12.	Integration; Termination		139
Section 10.13.	Survival of Representations and Warranties		139
Section 10.14.	Severability		139
Section 10.15.	GOVERNING LAW		139
Section 10.16.	WAIVER OF RIGHT TO TRIAL BY JURY		140
Section 10.17.	[Reserved]		140
Section 10.18.	Binding Effect		140
Section 10.19.	USA Patriot Act		140
Section 10.20.	No Advisory or Fiduciary Responsibility		140
Section 10.21.	Joint and Several Liability		141
Section 10.22.	Parallel Debt		141
ARTICLE XI.
GUARANTEE
Section 11.01.	The Guarantee		142
Section 11.02.	Obligations Unconditional		142
Section 11.03.	Reinstatement		144
Section 11.04.	Subrogation; Subordination		144
Section 11.05.	Remedies		144
Section 11.06.	Instrument for the Payment of Money		144
Section 11.07.	Continuing Guarantee		144
Section 11.08.	General Limitation on Guarantee Obligations		144
Section 11.09.	Release of Guarantors		145
Section 11.10.	Right of Contribution		145
Section 11.11.	Limitation of Obligations		146
Section 11.12.	California - Specific Waivers		146
SCHEDULES
	1.01A	Commitments
	1.01B	Existing Letters of Credit
	5.03	Governmental Authorization; Other Consents
	5.06	Litigation
	5.08	Ownership of Property
	5.09	Environmental Matters
	5.12	Subsidiaries and Other Equity Investments
	7.01(b)	Existing Liens
	7.02(e)	Existing Investments
	7.02(w)	Specified Investments
	7.03(b)	Existing Indebtedness
	7.03(q)	Specified Indebtedness
	7.05	Specified Dispositions
	7.09	Certain Contractual Obligations
	7.14	Sale/Leaseback Transactions
	10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
	Form of
	A	Committed Loan Notice

iv

B	Swing Line Loan Notice
C-1	Term B Note
C-2	Revolving Credit Note
C-3	Swing Line Note
D	Compliance Certificate
E	Assignment and Assumption
F	U.S. Security Agreement
G	United States Tax Compliance Certificate
H	Discounted Prepayment Option Notice
I	Lender Participation Notice
J	Discounted Voluntary Prepayment Notice
K	Affiliated Lender Assignment and Assumption
L	L/C Issuer Agreement
M	Credit Agreement Supplement
N	List of Closing Documents

v

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 22, 2010, among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company (the “LLC Co-Borrower”), RES-CARE, INC., a Kentucky corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), ONEX RESCARE HOLDINGS CORP., a Delaware corporation (“Holdings”), the Guarantors party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Syndication Agent, J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, and GENERAL ELECTRIC CAPITAL CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.

PRELIMINARY STATEMENTS

Capitalized terms used in these preliminary statements shall have the respective meanings set forth for such terms in Section 1.01 hereof.

The Corporate Co-Borrower has requested, and the Administrative Agent and the Lenders have agreed, to amend and restate the Second Amended and Restated Credit Agreement, dated as of January 28, 2010, among the Corporate Co-Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Previous Credit Agreement”).

The Investors, together with other equity investors, have formed Holdings, which in turn has formed the LLC Co-Borrower as a wholly owned subsidiary thereof.

On September 6, 2010, the LLC Co-Borrower and the Corporate Co-Borrower entered into an Agreement and Plan of Share Exchange (together with all schedules, exhibits and annexes thereto, in each case as may be waived, supplemented or otherwise modified, the “Acquisition Agreement”).  To consummate the acquisition of the Corporate Co-Borrower pursuant to the Acquisition Agreement (the “Acquisition”), as of September 6, 2010, the Investors and certain other investors and associated entities made preferred equity contributions (the “Onex Bridge”) directly or indirectly to the LLC Co-Borrower in an aggregate amount up to $158,800,000 and have contributed other common equity to Holdings (the “Equity Contribution”).

The Borrower has requested that the Lenders extend credit to (i) the LLC Co-Borrower in the form of Term B Loans in an initial aggregate amount of $170,000,000 and (ii) the Corporate Co-Borrower in the form of Revolving Credit Commitments in an initial aggregate amount of $275,000,000.  The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

The proceeds of the Term B Loans made on the Closing Date will be used to (a) wholly or partially repay the Onex Bridge, (b) pay the fees and expenses incurred in connection with the Transactions, (c) fund a portion of the Acquisition and (d) repay a portion of the 73/4 % Senior Notes issued by the Corporate Co-Borrower pursuant to the Indenture dated October 3, 2005 among the Corporate-Co Borrower, the guarantors named therein, and Wells Fargo Bank, National Association (collectively, the “Existing Senior Notes”).

The proceeds of the Revolving Credit Loans and Swing Line Loans shall be used to fund a portion of the Acquisition, pay fees and expenses incurred in connection with the Transactions, for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions and other Investments.  The Letters of Credit shall be used solely to support obligations of Holdings and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement.

On the Closing Date, immediately after the funding of the Term B Loans and the Revolving Credit Loans, the Investors and other equity investors shall transfer their interests in the LLC Co-Borrower and the Corporate Co-Borrower to Holdings such that Holdings will own 100% of the Equity Interests of the LLC Co-Borrower, which shall in turn own 100% of the Equity Interests of the Corporate Co-Borrower (the “Holdings

Capitalization”) and each of the LLC Co-Borrower and Onex ResCare Holdco II, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Investors, will merge with and into the Corporate Co-Borrower, with the Corporate Co-Borrower being the surviving entity (the “Merger”).

On the Closing Date, immediately after the funding of the Term B Loans and the Revolving Credit Loans but before the Merger, the LLC Co-Borrower will convert into a Delaware corporation.

The Corporate Co-Borrower has requested, and the Administrative Agent and the Lenders have agreed to enter into this Agreement in order to (a) amend and restate each of the Previous Credit Agreement and the Previous Guaranty Agreement in its entirety, (b) re-evidence the Obligations, which shall be payable in accordance with the terms of this Agreement and (c) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to and for the benefit of the Borrower.

It is the intention of the parties to this Agreement that this Agreement not constitute a novation and that, from and after the Closing Date, (i) the Previous Credit Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the “Credit Agreement” or words of like import shall mean and be a reference to the Previous Credit Agreement as amended and restated hereby (and any section references to the Previous Credit Agreement shall refer to the applicable equivalent provision set forth herein although the section number thereof may have changed) and (ii) the Previous Guaranty Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the “Guaranty Agreement” or words of like import shall mean and be a reference to the Previous Guaranty Agreement as amended and restated hereby (and any section references to the Previous Guaranty Agreement shall refer to the applicable equivalent provision set forth herein although the section number thereof may have changed).

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
Definitions and Accounting Terms

Section 1.01.        Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Price” has the meaning set forth in Section 2.05(c)(iii).

“Acceptance Date” has the meaning set forth in Section 2.05(c)(ii).

“Acquired Business” means the Corporate Co-Borrower and its Subsidiaries.

“Acquisition” has the meaning set forth in the preliminary statements hereto.

“Acquisition Agreement” has the meaning set forth in the preliminary statements hereto.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire substantially in a form supplied by the Administrative Agent.

2

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Affiliated Lender” means any Debt Fund Affiliate, Non-Debt Fund Affiliate or Purchasing Borrower Party.

“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 10.07(k).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Co-Documentation Agents and the Supplemental Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Alternative Currency” means each of Euro and each other currency (other than Dollars) that is approved in accordance with Section 1.12.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Anti-Terrorism Laws” means any Applicable Law related to terrorism financing or money laundering including the USA Patriot Act, The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

“Applicable Discount” has the meaning set forth in Section 2.05(c)(iii).

“Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Total Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is greater than or equal to 3.00:1.00, (b) 25% if the Total Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than 3.00:1.00 and greater than or equal to 2.00:1.00 and (c) 0% if the Total Leverage Ratio as of the last day of the applicable Excess Cash Flow Period is less than 2.00:1.00.

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Rate” means a percentage per annum equal to:

(a)           with respect to Term B Loans, (A) for Eurocurrency Rate Loans, 5.50% and (B) for Base Rate Loans, 4.50%; and

(b)           with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter commencing after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 4.50%, (B) for Base Rate

3

Loans, 3.50%, (C) for Letter of Credit fees, 4.50% and (D) for unused commitment fees, 0.50% and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Total Leverage Ratio	Eurocurrency Rate and Letter of Credit Fees		Base Rate		Unused Commitment Fee Rate
1	>3.25:1	4.50	%	3.50	%	0.50	%
2	<3.25:1 and >2.75:1	4.00	%	3.00	%	0.50	%
3	<2.75:1 and >2.25:1	3.75	%	2.75	%	0.50	%
4	<2.25:1 and >1.75:1	3.50	%	2.50	%	0.45	%
5	<1.75:1	3.00	%	2.00	%	0.40	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that, at the option of the Administrative Agent or the Required Lenders, the highest pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

In the event that any financial statements under Section 6.01 or a Compliance Certificate is shown to be inaccurate at any time that this Agreement is in effect and any Loans or Commitments are outstanding hereunder when such inaccuracy is discovered and such inaccuracy, if corrected, would have led to a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Rate shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the Administrative Agent promptly upon demand (and in no event later than five (5) Business Days after demand) any additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof.  Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable until demand is made for such payment pursuant to clause (iii) above and accordingly, any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following such demand.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class or tranche within such Class, the Lenders of such Class or tranche, (b) with respect to Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered, advised or managed by a Lender or an Affiliate of the entity that administers, advises or manages any Fund that is a Lender.

4

“Assignees” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheets of the Corporate Co-Borrower and its Subsidiaries as of each of December 31, 2009 and December 31, 2008, and the related audited consolidated statements of operations and of cash flows for the Corporate Co-Borrower and its Subsidiaries for the fiscal years ended December 31, 2009 and December 31, 2008.

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest per annum determined from time to time by the Administrative Agent as its “prime rate” in effect at its principal office in New York City and (c) 1.00% plus the Eurocurrency Rate applicable to one month Interest Periods on the date of determination of the Base Rate (which Eurocurrency Rate shall be deemed to be not less than 1.75% in the case of Term B Loans).  Any change in the Base Rate due to a change in such “prime rate” shall be effective as of the opening of business on the effective day of such change in the “prime rate.”

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning set forth in the preamble hereto.  References herein and in the other Loan Documents to the Borrower shall be deemed to refer to the LLC Co-Borrower and the Corporate Co-Borrower, jointly and shall also include any Successor Company pursuant to a transaction permitted by Section 7.04(d).

“Borrower Materials” has the meaning set forth in Section 6.01.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term B Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s

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Office is located and if such day relates to any Eurocurrency Rate Loan, means any such day on which dealings in deposits are conducted by and between banks in the London interbank eurodollar market.

“CapEx Pull-Forward Amount” has the meaning set forth on Section 7.10(c)(ii).

“Capital Expenditures” means, for any period, the aggregate, without duplication, of all expenditures (whether paid in cash or accrued as liabilities) by Holdings and its Restricted Subsidiaries during such period that, in conformity with GAAP, are, or are required to be, included as additions during such period to property, plant or equipment and other charges (paid or accrued) representing costs to acquire property, plant or equipment included in Capital Expenditures reflected in the consolidated balance sheet of Holdings and its Restricted Subsidiaries; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration, repair or improvement of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored, repaired or improved or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment solely to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by Holdings or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings or any Restricted Subsidiary and for which neither Holdings nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) expenditures that constitute Permitted Acquisitions, (vi) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries, (vii) any non-cash compensation or other non-cash costs reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries, (viii) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided, that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired or (ix) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on a balance sheet (excluding the notes thereto) in accordance with GAAP.

“Cash Collateral” has the meaning set forth in Section 2.03(g).

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“Cash Collateral Account” means a deposit account at a commercial bank selected by the Administrative Agent in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning set forth in Section 2.03(g).

“Cash Equivalents” means:

(1)U.S. dollars, pounds sterling, euros, the national currency of any participating member state of the Pre-Expansion European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2)securities issued or directly and fully guaranteed or insured by the government of the United States or any country that is a member of the Pre-Expansion European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500 million, or the foreign currency equivalent thereof, and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4)repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)commercial paper issued by a corporation (other than an Affiliate of the Borrower) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6)readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7)Indebtedness issued by Persons (other than the Investors) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

(8)municipal securities rated as least “A1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(9)investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (8) above;

(10)money market funds with next day liquidity and non-fluctuating net asset values investing in securities of the types described in clauses (1) through (9) above, rated at least “A1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency); and

(11)instruments equivalent to those referred to in clauses (1) through (9) above denominated in Euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with (a) any business conducted

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by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the jurisdiction where such Investment is made.

“Cash Management Obligations” means obligations owed by Holdings or any Restricted Subsidiary to any Lender or any Affiliate of a Lender (or Person that was a Lender or an Affiliate of a Lender at the time such arrangement was entered into) (a “Cash Management Bank”) in respect of any overdraft and related liabilities arising from treasury, depository, credit card, debit card and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair such equipment, fixed assets or real property.

“Change of Control” shall be deemed to occur if:

(a)at any time prior to a Qualified IPO, the Investors shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;

(b)at any time after a Qualified IPO, (x) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than the Investors, directly or indirectly, shall have acquired, directly or indirectly, beneficial ownership of 35% or more on a fully diluted basis of the voting interest in Holdings’ Equity Interests and (y) the Investors shall own, in the aggregate, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ Equity Interests or any direct or indirect parent of Holdings;

(c)a “change of control” (however defined) shall occur under the Senior Notes; or

(d)after consummation of the Transactions, Holdings shall cease to own, directly or indirectly, 100% of the Equity Interests of the Borrower.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term B Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term B Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term B Loans.

“Closing Date” means the first date on which all the conditions precedent in Sections 4.01 and 4.03 are satisfied or waived in accordance with Article IV and on which the Borrowings are advanced.

“Co-Documentation Agents” means General Electric Capital Corporation and U.S. Bank National Association.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means the “Collateral” as defined in the U.S. Security Agreement and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged or in which a Lien is granted pursuant to any Collateral Document, including, without limitation, the Mortgaged Property.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

8

(a)on the Closing Date the Administrative Agent shall have received the Collateral Documents to the extent required to be delivered on the Closing Date pursuant to Section 4.01(e), subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party party thereto;

(b)on the Closing Date and at all times thereafter (subject to Section 6.11), subject to the limitations and exceptions of this Agreement and the Collateral Documents, the Obligations shall have been secured by (x) a perfected first-priority security interest in the Collateral and proceeds of the foregoing (other than Mortgages and Mortgage Instruments to the extent set forth in clause (c) below), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction) and (y) a perfected first-priority security interest in all Equity Interests of the Borrower and each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and is directly owned by any Loan Party;

(c)on the Post-Closing Collateral Date and at all times thereafter (subject to Section 6.11), subject to the limitations and exceptions of this Agreement and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property is required under Section 6.11 or 6.13 (each, a “Mortgaged Property”), the Administrative Agent shall have received the Mortgages and Mortgage Instruments for each Material Real Property not subject to a Mortgage previously delivered prior to the Closing Date in connection with the Previous Credit Agreement, and any amendments, restatements, supplements and other modifications together with any Mortgage Instruments requested by the Administrative Agent with respect to any Mortgage on any Material Real Properties previously delivered prior to the Closing Date in connection with the Previous Credit Agreement; and

(d)on the Post-Closing Collateral Date and at all times thereafter (subject to Section 6.11), subject to the limitations and exceptions of this Agreement and the Collateral Documents, the Administrative Agent shall have, to the extent requested by the Administrative Agent, a perfected first-priority security interest in all Equity Interests of each Restricted Subsidiary of Holdings that is a Material Foreign Subsidiary and is directly owned by any Loan Party;

(e)on the Post-Closing Collateral Date and at all times thereafter (subject to Section 6.11), subject to the limitations and exceptions of this Agreement and the Collateral Documents, the Administrative Agent shall have control agreements and perfection by “control” with respect to each deposit account and securities account with a daily average available balance in an amount equal to or greater than $1,000,000; provided, that no control agreements shall be required for (i) deposit accounts the balance of which consists exclusively of withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Borrower to be paid to the Internal Revenue Service or state or local government agencies and (ii) all segregated deposit accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts; and

(f)each Restricted Subsidiary of Holdings that is not an Excluded Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a joinder agreement in accordance with Section 6.11 and a party to the applicable Collateral Documents in accordance with Section 6.11.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A)the foregoing definition shall not require, unless otherwise stated in this clause (A) the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, (i) any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property that is not Material Real Property (including landlord waivers, estoppels and collateral access letters), (ii) any rights of a Loan Party with respect to any contract, lease, license or other agreement if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation (including a breach or default) of, a restriction in respect of, or result in the abandonment, invalidation or unenforceability of, such rights in favor of a third party or in conflict with any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required

9

consents shall have been obtained or (y) expressly give any other party (other than another Loan Party or its Affiliates) in respect of any such contract, lease, license or other agreement, the right to terminate its obligations thereunder; provided, however, that the limitation set forth in this clause (ii) shall not affect, limit, restrict or impair the grant by a Loan Party of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable Law, including the UCC; provided, further, that, at such time as the condition causing the conditions in subclauses (x) and (y) of this clause (ii) shall be remedied, whether by contract, change of law or otherwise, the contract, lease, instrument, license or other documents shall immediately cease to be an excluded pursuant to this clause (ii), and any security interest that would otherwise be granted herein shall attach immediately to such contract, lease, instrument, license or other agreement, or to the extent severable, to any portion thereof that does not result in any of the conditions in subclauses (x) or (y) above, (iii) any assets to the extent and for so long as the pledge of or security interest in such assets is prohibited by law and such prohibition is not overridden by the UCC or other applicable law, (iv) any trademark applications filed in the United States Patent and Trademark Office on the basis of such Loan Party’s “intent-to-use” such trademark, unless and until acceptable evidence of use of such trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such trademark application prior to such filing would adversely affect the enforceability, validity, or other rights in such trademark application, (v) assets owned by any Loan Party on the date hereof or hereafter acquired that are subject to a Lien of the type described in Section 7.01(r), (t) and (x) (to the extent relating to Liens originally incurred pursuant to Section 7.01(r) or (t)) that is permitted to be incurred pursuant to this Agreement, if and to the extent that the contract or other agreement pursuant to which such Lien is granted or to which such assets are subject (or the documentation relating thereto) prohibits the creation of any other Lien on such asset, (vi) any particular assets if, in the reasonable judgment of the Borrower evidenced in writing and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), creating a pledge thereof or security interest therein to the Administrative Agent for the benefit of the Secured Parties would result in any material adverse tax consequences to Holdings or its Restricted Subsidiaries; (vii) any particular assets if, in the reasonable judgment of the Administrative Agent, determined in consultation with the Borrower and evidenced in writing, the burden, cost or consequences (including any adverse tax consequences) to Holdings or its Restricted Subsidiaries of creating or perfecting such pledges or security interests in such assets in favor of the Administrative Agent for the benefit of the Secured Parties is excessive in relation to the benefits to be obtained therefrom by the Secured Parties, (viii) any assets owned by any Excluded Subsidiary, (ix) any security documentation governed by foreign law, other than pledge agreements with respect to Equity Interests of Material Foreign Subsidiaries as are reasonably requested by the Administrative Agent from time to time; provided, however, that the foregoing shall not require the Administrative Agent to release any pledges, security interests or other items described in this clause (A) that have been previously delivered prior to the Closing Date in connection with the Previous Credit Agreement and (x) any Corporate Co-Borrower Margin Stock;

(B)in the case of any Domestic Loan Party, (i) the foregoing definition shall not require taking any steps to indicate any security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title; and (ii) the foregoing definition shall not require the making of any fixture filings (other than in connection with the Mortgages) with respect to fixtures or as-extracted collateral; provided, however, that the foregoing shall not require the Administrative Agent to release or terminate any filings, notations on certificates or title or other items described in this clause (B) that have been previously delivered prior to the Closing Date in connection with the Previous Credit Agreement;

(C)the Administrative Agent in its discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date or Post-Closing Collateral Date) or any other compliance with the requirements of this definition where it reasonably determines in writing, in consultation with the Borrower, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents;

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(D)with respect to any stock pledge, such pledge shall not apply to voting stock of (x) any Excluded Subsidiary described in clause (c) of the definition of “Excluded Subsidiary” other than a first-tier Foreign Subsidiary of a Domestic Loan Party or (y) any U.S.-Owned DRE, in each case of clause (x) or (y) representing in excess of 65% of the total voting power of all outstanding voting stock of such first tier Foreign Subsidiary of a Domestic Loan Party or such U.S.-Owned DRE but shall apply to 100% of the Equity Interests not constituting voting stock of any such first tier Foreign Subsidiary of a Domestic Loan Party or such U.S.-Owned DRE, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for this purpose; and

(E)Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents and the Collateral Documents will be drafted or may be amended in accordance with Section 10.01, including the final paragraph thereof.

“Collateral Documents” means, collectively, the U.S. Security Agreement, each of the Mortgages, the Foreign Collateral Documents, Intellectual Property Security Agreements, control agreements, collateral assignments, security agreements, pledge agreements, or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01, Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Term B Commitment, an Extended Term B Loan Commitment (if any), a Revolving Credit Commitment or an Extended Revolving Credit Commitment (if any) of any Class, as the context may require.

“Commitment Fee” has the meaning set forth in Section 2.09(a).

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a)without duplication and, except with respect to clause (vii) below, to the extent deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to Holdings and its Restricted Subsidiaries:

(i)total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of capitalized lease obligations, (e) net payments, if any, pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (g) any changes in interest rates in any of the Acquired Business’ banking

11

agreements existing on the Closing Date resulting from a change of control, and (h) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds (whether amortized or immediately expensed);

(ii)provision for taxes based on income, profits or capital of Holdings and its Restricted Subsidiaries, including, without limitation, federal, state, franchise, excise and similar taxes (such as Delaware franchise tax) and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations;

(iii)depreciation and amortization (including amortization of intangible assets and deferred financing fees or costs);

(iv)severance, relocation costs and expenses, business optimization costs and expenses, Transaction Expenses, integration costs, transition costs, facility start-up costs, consolidation and closing costs for facilities, costs incurred in connection with any strategic initiatives, costs incurred in connection with acquisitions after the Closing Date and other restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of facilities, retention charges and excess pension charges); provided that the aggregate amount of all items added back pursuant to this clause (iv) (other than Transaction Expenses incurred, accrued or paid no later than the end of the first full fiscal quarter ending after the Closing Date) in any period of four consecutive fiscal quarters shall not to exceed 10.0% of Consolidated EBITDA (prior to giving effect to this clause (iv)) for such period of four consecutive fiscal quarters;

(v)the amount of management, monitoring, consulting and advisory fees (or any accruals relating to such fees and related expenses) during such period to the extent permitted under Section 7.08 in an aggregate amount of all items deducted pursuant to this clause (v) not to exceed $3,000,000 in any period of four consecutive fiscal quarters plus any related expenses paid or accrued to the Investors;

(vi)any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or its Restricted Subsidiaries or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) solely to the extent such cash proceeds are excluded from the calculation of Cumulative Credit;

(vii)commencing on the first anniversary of the Closing Date, the amount of net “run-rate” cost savings, operating improvements and operating expense reductions projected by the Borrower in good faith to be realized as a result of specified actions taken or committed to be taken during such period (calculated as though such cost savings, operating improvements and operating expense reductions had been realized on the first day of such period and as if such cost savings, operating improvements and operating expense reductions were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a), certifying that (x) such cost savings and operating expense reductions are reasonably expected and factually supportable in the good faith judgment of the Borrower and (y) such actions are to be taken within 12 months after the consummation of the acquisition, Disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings and expense reductions, (B) no cost savings or operating expense reductions shall be added pursuant to this clause (vii) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and

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operating expense reductions (other than in respect of Dispositions) added back pursuant to this clause (vii) in any period of four consecutive fiscal quarters shall not exceed (1) with respect to any individual acquisition, 10.0% of the Consolidated EBITDA attributable to such acquired entity or assets for such period of four consecutive fiscal quarters and (2) with respect to all initiatives under this clause (vii), 10.0% of Consolidated EBITDA (prior to giving effect to the add back of any items described in this clause (vii)) in the aggregate for any period of four consecutive fiscal quarters and (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (vii) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings and operating expense reductions;

(viii)any net loss from disposed, abandoned or discontinued operations and product lines;

(ix)non-cash expenses, charges and losses (including impairment charges or asset write-offs, losses from investments recorded using the equity method, stock-based awards compensation expense), in each case other than any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period; provided that if any non-cash charges referred to in this clause (ix) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid;

(x)any losses, and all fees, expenses and charges, attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower;

(xi)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back;

(xii)nonrecurring items considered unusual and non-operating in nature; and

(xii)to the extent the Selk Matter results in a charge that would reduce Consolidated EBITDA, the amount of such charge incurred during the applicable period but in any event not in excess of the lesser of (x) $54,000,000 and (y) the actual amount of the final judgment rendered in the Selk Matter plus any related costs, fees and expenses;

less

(b)without duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), (ii) any net gain from disposed, abandoned or discontinued operations and (iii) any net after-tax effect of gains attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower;

provided that:

(A)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA (x) currency translation gains and losses due solely to fluctuations in currency values and the related tax effects (including the net loss or gain (i) resulting from Swap Contracts for currency exchange risk and (ii) resulting from intercompany indebtedness) and (y) gains or losses on Swap Contracts;

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(B)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Financial Accounting Standards Accounting Codification No. 815 — Derivatives and Hedging and International Accounting Standard No. 39 and their respective related pronouncements and interpretations;

(C)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments; and

(D)there shall be excluded in determining Consolidated EBITDA for any period any after-tax effect of non-recurring items (including gains or losses and all fees and expenses relating thereto) relating to curtailments or modifications to pension and post-retirement employee benefit plans for such period.

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes (x) any of the fiscal quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, Consolidated EBITDA for such fiscal quarters shall be $28,491,000, $29,117,000 and $29,512,000 respectively or (y) any other period occurring prior to the Closing Date, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Transactions.

“Consolidated Interest Expense” means, for any period, the sum, without duplication, of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of Holdings and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under interest rate Swap Contracts, (ii) any dividends or distributions in respect of Disqualified Equity Interests and (iii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Financial Accounting Standards Accounting Codification No. 815 — Derivatives and Hedging and International Accounting Standard No. 39, (d)  all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP, (e) annual agency fees paid to the Administrative Agent and (f) costs associated with obtaining interest rate Swap Contracts.  Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be actual Consolidated Interest Expense of the Corporate Co-Borrower.

“Consolidated Net Income” means, for any period, the net income (loss) attributable to Holdings and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided, however, that, without duplication,

(a)extraordinary items (including gains or losses and all fees and expenses relating thereto) for such period (which, solely for purposes of calculating Excess Cash Flow, shall be the after-tax effect of such extraordinary items) shall be excluded;

(b)the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded;

(c)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred

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during such period as a result of any such transaction, in each case whether or not successful shall be excluded;

(d)accruals and reserves, that are established or adjusted within twelve months after the Closing Date that are so required to be established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP shall be excluded;

(e)the net income (loss) for such period of any Person that is not a Subsidiary of Holdings, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period;

(f)any impairment charge, goodwill write-off or asset write-off, including impairment charges or asset write-offs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(g)any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Corporate Co-Borrower or any of its direct or indirect parents in connection with the Transactions, shall be excluded;

(h)any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded;

(i)to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded;

(j)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included;

(k)non-cash charges for deferred tax asset valuation allowances shall be excluded; and

(l)the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Restricted Subsidiaries (other than the Acquired Business) shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section 1.09).

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For the avoidance of doubt, revenue will be accounted for on a GAAP basis and the recognition of any deferred revenue will be included in Consolidated Net Income in the same period as recognized for GAAP.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

“Consolidated Senior Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date (consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments but (w) excluding any Junior Financing, (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition, (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof and (z) excluding Indebtedness in respect of letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder) in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP.

“Consolidated Senior Secured Debt” means, as of any date of determination, Consolidated Senior Debt that is secured by a Lien on any assets of Holdings or any of its Restricted Subsidiaries.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date (consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition, (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof and (z) excluding Indebtedness in respect of letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder) in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP.

“Consolidated Working Capital” means, with respect to Holdings and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that, increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning set forth in the definition of “Affiliate.”

“Corporate Co-Borrower” has the meaning set forth in the preamble hereto.

“Corporate Co-Borrower Margin Stock” means, during the seven (7) Business Days following the Closing Date, the Equity Interests of the Corporate Co-Borrower to the extent such Equity Interests constitute Margin Stock.

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“Credit Agreement Supplement” means a supplement to the this Agreement, substantially in the form attached as Exhibit M, pursuant to which a Restricted Subsidiary shall become a party hereto and assume the obligations hereunder, including under the Guaranty.

“Credit Extension” means each of the following:  (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Increase Amount” shall mean an additional principal amount of Indebtedness so long as at the incurrence time of such Indebtedness, the Total Leverage Ratio shall be less than or equal to 3.25 to 1.00 determined on a Pro Forma Basis.

“Credit Party” means the Administrative Agent, each L/C Issuer, the Swing Line Lender or any other Lender.

“Cumulative Credit” means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a)the Cumulative Retained Excess Cash Flow Amount at such time, plus

(b)the Equity Credit at such time; plus

(c)without duplication of any amounts that otherwise increased the amount available for Investments pursuant to Section 7.02, 100% of the aggregate amount received by Holdings or any of its Restricted Subsidiaries in cash and Cash Equivalents from:

(i)the sale (other than to Holdings or any such Restricted Subsidiary) of any Equity Interests of an Unrestricted Subsidiary or any minority Investments, or

(ii)any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority Investments, or

(iii)any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments, plus

(d)in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case to the extent such Investments correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.14 and were originally made using the Cumulative Credit pursuant to Section 7.02(l)(y), plus

(e)an amount equal to the net reduction in Investments made pursuant to Section 7.02(l)(y) in respect of any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any Restricted Subsidiary from such Investments, minus

(f)any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(l)(y) after the Closing Date and prior to such time, minus

(g)any amount of the Cumulative Credit used to make Restricted Payments pursuant to Section 7.06(g) after the Closing Date and prior to such time, minus

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(h)any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings or Senior Notes pursuant to Section 7.12(a)(iv) after the Closing Date and prior to such time, minus

(i)any amount of the Cumulative Credit used to make Capital Expenditures pursuant to Section 7.10(c)(iii) after the Closing Date and prior to such time.

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for each Excess Cash Flow Period ending after the Closing Date and prior to such date.

“Current Assets” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, Pension Plan assets, deferred bank fees and derivative financial instruments).

“Current Liabilities” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) the current portion of interest, (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue, (f) Pension Plan liabilities and (g) any Revolving Credit Exposure or Revolving Credit Loans.

“Debt Fund Affiliate” means an Affiliate of one or more of the Investors (other than a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Investors do not, directly or indirectly, possess the power to direct the investment policies of such entity.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning set forth in Section 2.05(b)(viii).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed, within three (3) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swing Line Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with

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any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Line Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“Designation Date” has the meaning set forth in Section 6.14.

“Discount Range” has the meaning set forth in Section 2.05(c)(ii).

“Discounted Prepayment Option Notice” has the meaning set forth in Section 2.05(c)(ii).

“Discounted Voluntary Prepayment” has the meaning set forth in Section 2.05(c)(i).

“Discounted Voluntary Prepayment Notice” has the meaning set forth in Section 2.05(c)(v).

“Disposition” or “Dispose” means the sale, transfer or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term B Loans (or if any Extended Term B Loans or later maturing Incremental Term Loans are outstanding, the last Maturity Date applicable thereto); provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided further that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) prior to such date shall be deemed to be Disqualified Equity Interests.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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“Domestic Loan Party” means any Loan Party that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means any Assignee of any rights or obligations under this Agreement by a Lender pursuant to an assignment made in accordance with Section 10.07(b) and, in the case of any Affiliated Lender, Section 10.07(k) or, in the case of any Purchasing Borrower Party, Section 2.05(c); provided however that in no event shall a natural person constitute an Eligible Assignee.

“Embargoed Person” shall mean any party that (i) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (ii) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Applicable Law.

“Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is sponsored or contributed to by, or maintained for the employees of, any Loan Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, binding interpretations and orders of Governmental Authorities, relating to the protection of human health or the Environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, transportation, handling, reporting, Release or threat of Release of Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” has the meaning set forth in the preliminary statements hereto.

“Equity Credit” means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a)the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests of Holdings or of any direct or indirect parent of Holdings after the Closing Date and on or prior

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to such time (including upon exercise of warrants or options) which proceeds have been contributed as equity to the capital of Holdings (other than Disqualified Equity Interests of Holdings) and (ii) the Equity Interests of Holdings (or of Holdings or of any direct or indirect parent of Holdings) (other than Disqualified Equity Interests of Holdings) issued upon conversion of Indebtedness incurred after the Closing Date of Holdings or any of its Restricted Subsidiaries owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, in the case of each of subclause (i) and subclause (ii), not previously applied for a purpose (including a Specified Equity Contribution) other than use in the Cumulative Credit; plus

(b)100% of the aggregate amount of contributions to the capital of Holdings (other than from a Restricted Subsidiary or Disqualified Equity Interests of Holdings) received in cash and Cash Equivalents after the Closing Date other than from a Specified Equity Contribution.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with any Loan Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Section 414(m) or (o) for purposes of Section 412 of the Code) or Section 4001(a)(14) of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e) the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, or the failure to make a required contribution to a Multiemployer Plan; (f) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in a material liability to a Loan Party or any Restricted Subsidiary; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

“Euro” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurocurrency Rate” means, for any Interest Period (a) with respect to any Term B Loan that is a Eurocurrency Rate Loan, the greater of (i) 1.75% per annum and (ii) the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (the rate described in this clause (ii) being the “Eurocurrency Base Rate”) and (b) with respect to any other Eurocurrency Rate Loan, the Eurocurrency Base Rate.  If such rate is not available at such time for any reason, then the “Eurocurrency Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by JPMorgan Chase Bank, N.A. and with a term equivalent to such Interest Period would be offered by JPMorgan Chase Bank,

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N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning set forth in Section 8.01.

“Excess Cash Flow” means, for any period, an amount, not less than zero, equal to (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital of Holdings and its Restricted Subsidiaries for such period (other than any such decreases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries completed during such period) and (iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (i) of the definition of Consolidated Net Income, (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property to the extent the cost thereof is treated as a capitalized expense made in cash during such period, (iii) the aggregate amount of all principal payments of Indebtedness of Holdings or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 but excluding (W) all prepayments, redemptions or repurchases in respect of any Junior Financing, (X) all voluntary and mandatory prepayments of Term Loans, (Y) all prepayments of Revolving Credit Loans and Swing Line Loans made during such period and (Z) all payments in respect of any other revolving credit facility made during such period, except (aa) in the case of clause (Z) to the extent there is an equivalent permanent reduction in commitments thereunder and (bb) in the case of clause (Y) prepayments of Revolving Credit Loans in an aggregate amount not to exceed $20,000,000 during the term of this Agreement), (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital of Holdings and its Restricted Subsidiaries for such period (other than any such increases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries during such period), (vi) scheduled cash payments by Holdings and its Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings and its Restricted Subsidiaries other than Indebtedness, (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount actually paid by Holdings and its Restricted Subsidiaries in cash during such period on account of Permitted Acquisitions, (viii) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(e), 7.06(h), 7.06(k) and 7.06(n), (ix) the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Investments (including Permitted Acquisitions) or Capital Expenditures or acquisitions of intellectual property (to the extent not expensed) to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments required to be made that have been added to Excess Cash Flow, in each case during the period of four consecutive fiscal quarters of Holdings following the end of such period; (xii) the amount of cash taxes (including penalties and interest) paid or tax reserves set aside (without duplication and to the extent any such tax reserves are for taxes payable within twelve months) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, (xiii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income, (xiv) the amount of cash payments made in respect of pensions and other post-employment benefits in such period to the extent not deducted in arriving at such Consolidated Net Income, (xv) the amount of cash and Cash Equivalents subject to cash collateral or other deposit arrangements made with respect to Letters of Credit or Swap Contracts permitted under Article VII

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during such period, (xvi) cash payments made in respect of any pension or other post employment benefit liabilities during such period and (xvii) any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset.  Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and its Restricted Subsidiaries on a consolidated basis.

“Excess Cash Flow Period” means each fiscal year of Holdings commencing with the 2011 fiscal year.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means (a) to the extent the Borrower so elects, any Subsidiary that does not have total assets or annual revenues in excess of $2,500,000 individually or $10,000,000 in the aggregate with all other Subsidiaries excluded via this clause (a), (b) any acquired Subsidiary that is prohibited by Applicable Law or Contractual Obligations that are in existence at the time of acquisition of such Subsidiary and not entered into in contemplation thereof from guaranteeing the Obligations or if guaranteeing the Obligations of such a Subsidiary would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval license or authorization has been obtained), (c) any U.S.-Owned DRE or any Subsidiary that is a Foreign Subsidiary of a Domestic Loan Party or a direct or indirect Subsidiary of a Foreign Subsidiary of a Domestic Loan Party, (d) any Unrestricted Subsidiaries, (e) any Foreign Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (f) at Borrower’s election, any Subsidiary formed or acquired after the Closing Date that Holdings and its Affiliates do not, directly or indirectly, own (x) 90% or more of the total voting power of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of such Subsidiary or (y) 90% or more of the economic interests, capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, of such Subsidiary; provided that (i) no Subsidiary that guarantees the Senior Notes shall be deemed to be an Excluded Subsidiary at any time any such Guarantee is in effect and (ii) no Subsidiary of Holdings that is a direct or indirect parent of the Borrower shall be deemed to be an Excluded Subsidiary.

“Excluded Taxes” means, with respect to any Agent, any Lender (including any L/C Issuer), or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) any Taxes imposed on (or measured by) its net income or net profits (or any franchise or similar Taxes in lieu thereof) by a jurisdiction (or any political subdivision thereof) due to such Person’s present or former connection to such jurisdiction (other than a connection arising solely by virtue of such Person having executed, delivered or performed its obligations under or enforced any of the Loan Documents) or, in the case of any Lender, in which its Lending Office is located, (b) any Taxes in the nature of branch profits tax within the meaning of Section 884(a) of the Code or any similar Taxes imposed by any jurisdiction described in clause (a), (c) other than for an assignee pursuant to a request by Borrower under Section 3.07 hereto, any United States federal withholding tax that is imposed on any amount payable hereunder to such Person pursuant to any Law in effect at the time such Person becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Person (or its assignor, if any) was entitled, at the time of designation of a new applicable Lending Office (or assignment), to receive additional amounts with respect to such United States federal withholding Tax pursuant to Section 3.01(a), (d) any withholding tax (including backup withholding tax) that is attributable to such Person’s failure to comply with Section 3.01(e) or (e) any Taxes that are attributable to a Lender’s failure to comply with Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor provisions that are substantively comparable and do not provide more burdensome requirements to obtain or maintain an exemption) or any regulations promulgated thereunder or official interpretations thereof (the “FATCA”) to establish an exemption from withholding thereunder.

“Existing Letters of Credit” means those Letters of Credit issued and outstanding as of the Closing Date and set forth on Schedule 1.01B delivered on or before the Closing Date and reasonably acceptable to the Administrative Agent and the L/C Issuer.

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“Existing Revolving Loan Termination Date” means the earlier of (a) July 28, 2013 and (b) the date of termination in whole of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders pursuant to Section 2.06 hereof or Revolving Credit Commitments pursuant to Section 8.02 hereof.

“Existing Senior Notes” has the meaning set forth in the preliminary statements hereto.

“Extended Revolving Credit Commitment” shall have the meaning given to such term in Section 2.16(a).

“Extended Term B Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.16, to make Extended Term B Loans to Borrower.

“Extended Term B Loans” shall have the meaning given to such term in Section 2.16(a).

“Extending Revolving Credit Lender” shall have the meaning given to such term in Section 2.16(a).

“Extended Revolving Credit Loans” means Revolving Credit Loans made by one or more Lenders to the Borrower pursuant to Section 2.16.

“Extending Term B Lender” shall have the meaning given to such term in Section 2.16(a).

“Extension” shall have the meaning given to such term in Section 2.16(a).

“Extension Amendment” shall mean any amendment entered into pursuant to Section 2.16(c).

“Extension Offer” shall have the meaning given to such term in Section 2.16(a).

“Facility” means the Term B Loans or the Revolving Credit Facility, as the context may require.

“Federal Funds Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means the separate fee letter agreements among the LLC Co-Borrower, the Corporate Co-Borrower and one or more of the Administrative Agent and the Joint Bookrunners in connection with the credit facility evidenced hereby.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Foreign Collateral Documents” means, collectively, each of the pledge agreements or other similar agreements (if any) delivered to the Administrative Agent pursuant to Section 4.01 (if any), Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties, in each case, in respect of any Equity Interests of a Foreign Subsidiary required to be pledged pursuant to the Collateral and Guarantee Requirement.

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“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, a Loan Party or any Restricted Subsidiary with respect to employees employed outside the United States.

“Foreign Subsidiary” means (i) any direct or indirect Subsidiary of Holdings which is not a Domestic Subsidiary and (ii) any Subsidiary of a Subsidiary that is described in clause (i) that is a Domestic Subsidiary and is not treated as a corporation for United States federal income tax purposes.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of Holdings and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means the generally accepted accounting principles in the United States of America, as in effect from time to time.

“Government Obligations” means direct non-callable and non-redeemable obligations (in each case, with respect to the issuer thereof) of any member state of the European Union or of the United States of America (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is secured by the full faith and credit of the applicable member state or of the United States of America, as the case may be.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning set forth in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

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“Guaranteed Obligations” has the meaning set forth in Section 11.01.

“Guarantors” means (a) Holdings and the Subsidiaries of Holdings (other than the Borrower and any Excluded Subsidiary) and (b) any other Subsidiary that, at the option of the Borrower, issues a Guarantee of the Obligations on or after the Closing Date.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials” means any substances, materials, chemicals, wastes, pollutants, contaminants or compounds in any form, including, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil or radioactive materials, regulated by, or which can give rise to liability under, any Environmental Law.

“Health Care Receivable” means a receivable where the payor is the United States of America, a state, county or municipality, or any agency or instrumentality thereof which is obligated to make payment with respect to Medicare, Medicaid or any agency or other receivables representing amounts owing under any other program established by federal, state, county, municipal or other local law which requires that payments for healthcare services to be made to the provider of such services in order to comply with any applicable “anti-assignment” provisions, provider agreement or federal, state, county, municipal or other local law, rule or regulation.

“Hedge Bank” has the meaning set forth in the definition of “Secured Hedge Agreement.”

“Holdings” has the meaning set forth in the preamble hereto.

“Holdings Capitalization” has the meaning set forth in the preliminary statements hereto.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

“Immaterial Subsidiary” has the meaning set forth in Section 8.03.

“Increased Amount Date” has the meaning set forth in Section 2.14(a).

“Incremental Amendment” means an Incremental Amendment among the Borrower, the Administrative Agent and one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders entered into pursuant to Section 2.14.

“Incremental Amount” means, at any time, the excess, if any, of (a) $175,000,000 over (b) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Credit Commitments established prior to such time pursuant to Section 2.14.

“Incremental Revolving Credit Commitment” means any increased or incremental Revolving Credit Commitment provided pursuant to Section 2.14.

“Incremental Revolving Credit Lender” means a Lender with a Revolving Credit Commitment or an outstanding Revolving Credit Loan as a result of an Incremental Revolving Credit Commitment.

“Incremental Revolving Credit Loans” means additional Revolving Credit Loans made by one or more Lenders to the Borrower pursuant to Section 2.14.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.14, to make Incremental Term Loans to Borrower.

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“Incremental Term Loans” means Terms Loans made by one or more Lenders to the Borrower pursuant to Section 2.14.  Incremental Term Loans may be made in the form of additional Term B Loans or, to the extent permitted by Section 2.14 and provided for in the relevant Incremental Amendment, Other Term B Loans.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)reimbursement obligations in respect of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)net obligations of such Person under any Swap Contract;

(d)all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a non-contingent liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities and expenses accrued in the ordinary course);

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)all Attributable Indebtedness;

(g)all obligations of such Person in respect of Disqualified Equity Interests;

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and

(h)to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt, and (B) in the case of Holdings and its Restricted Subsidiaries, exclude all intercompany Indebtedness among Holdings and its Restricted Subsidiaries having a term not exceeding 364 days (inclusive of any rollover terms) and made in the ordinary course of business, deferred or prepaid revenue, purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnified Taxes” means Taxes other than Excluded Taxes, imposed on or with respect to any payments made by or on account of any obligation of the Borrower hereunder, and Other Taxes.

“Indemnitees” has the meaning set forth in Section 10.05.

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“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Borrower, qualified to perform the task for which it has been engaged.

“Information” has the meaning set forth in Section 10.08.

“Initial Extending Revolving Credit Lender” means each Revolving Credit Lender listed on Schedule 1.01A under the heading “Extending Revolving Credit Lenders”.

“Initial Extending Revolving Credit Commitment” means a Revolving Credit Commitment of an Initial Extending Revolving Credit Lender.

“Initial Lenders” means JPMorgan Chase Bank, N.A., Bank of America, N.A. and the other Lenders listed on Schedule 1.01A on the Closing Date.

“Initial Non-Extending Revolving Credit Lender” means each Revolving Credit Lender listed on Schedule 1.01A under the heading “Non-Extending Revolving Credit Lenders”, whose Revolving Credit Commitments shall terminate on the Existing Revolving Loan Termination Date.

“Initial Non-Extending Revolving Credit Commitment” means a Revolving Credit Commitment of an Initial Non-Extending Revolving Credit Lender.

“Initial Revolving Credit Lender” means each Initial Extending Revolving Credit Lender and each Initial Non-Extending Revolving Credit Lender.

“Initial Senior Notes” has the meaning set forth in clause (a) of the definition of “Senior Notes.”

“Intellectual Property Security Agreement” means any patent, trademark or copyright security agreement, in form and substance reasonably acceptable to the Administrative Agent, that the Loan Parties shall make in favor of the Administrative Agent for the benefit of the Secured Parties.

“Interest Coverage Ratio” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of Holdings for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and any Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December beginning with the first full fiscal quarter following the Closing Date and any Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months, as selected by the Borrower in its Committed Loan Notice; provided that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

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(ii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)no Interest Period shall extend beyond any Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness among Holdings and its Restricted Subsidiaries having a term not exceeding 364 days (inclusive of any rollover or extension of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions received by such Person with respect thereto.

“Investors” means Onex Corporation and its Affiliates and any investment funds advised or managed by any of the foregoing (other than any portfolio operating companies of Onex Corporation) and any investment funds that have granted to the foregoing control in respect of their investment in Holdings or its Subsidiaries and members of management that are direct or indirect investors in Holdings or its Subsidiaries.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Document” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joint Bookrunners” means J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Joint Lead Arrangers” means J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Junior Financing” means any Indebtedness of any Loan Party or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents pursuant to a subordination agreement (including subordination terms embedded in the agreement, indenture or instrument evidencing such Indebtedness)  in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that Junior Financing shall not include any Indebtedness set forth in Section 7.03(d) or (x).

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Junior Lien Intercreditor Agreement” means an intercreditor agreement (in form and substance reasonably satisfactory to the Administrative Agent) between the Administrative Agent and one or more collateral agents or representatives for the holders or lenders of any Indebtedness that is permitted to be secured on a junior basis with the Obligations.

“Laws” means, collectively, all applicable international, foreign, Federal, state, commonwealth and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents

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or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.  All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the date when made or refinanced as a Revolving Credit Borrowing.  All L/C Borrowings shall be denominated in Dollars.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means JPMorgan Chase Bank, N.A., acting through one of its affiliates or branches, in its capacity as issuer of Letters of Credit hereunder and each other Lender (other than an Initial Non-Extending Revolving Credit Lender) reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld or delayed) that has entered into a L/C Issuer Agreement, in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder; provided that no Person shall at any time become an L/C Issuer if after giving effect thereto there would at such time be more than five (5) L/C Issuers and provided, further that if any Extension or Extensions of Revolving Credit Commitments is or are effected in accordance with Section 2.16, then on the occurrence of the Maturity Date with respect thereto (the “L/C Issuer Termination Date”), each L/C Issuer at such time shall have the right to resign as an L/C Issuer on, or on any date within twenty (20) Business Days after, the L/C Issuer Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Loan Documents as an L/C Issuer with respect to all Letters of Credit theretofor issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder.  Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case the term L/C Issuer shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.  In the event that there is more than one L/C Issuer at any time, references herein and in the other Loan Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires.

“L/C Issuer Agreement” means an agreement substantially in the form of Exhibit L, pursuant to which a Lender agrees to act as an L/C Issuer.

“L/C Issuer Termination Date” has the meaning set forth in the definition of “L/C Issuer”.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and a Swing Line Lender, and their respective successors and assigns as permitted hereunder as well as any person that becomes a “Lender” hereunder pursuant to Sections 2.14 and 10.07(b), each of which is referred to herein as a “Lender.”

“Lender Participation Notice” has the meaning set forth in Section 2.05(c)(iii).

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, however, that any commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft.  Letters of Credit may be issued in Dollars or in an Alternative Currency.  Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Commitment” means the commitment of the L/C Issuer to issue Letters of Credit pursuant to Section 2.03.

“Letter of Credit Expiration Date” means the day that is five (5) days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility, or, with respect to any Letters of Credit outstanding with respect to an Extended Revolving Credit Commitment, the Maturity Date applicable thereto (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $130,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“LLC Co-Borrower” has the meaning set forth in the preamble hereto.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term B Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan, Incremental Revolving Credit Loan, Extended Term B Loan or Extended Revolving Credit Loan).

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) the Fee Letters and (v) any amendment to any of the foregoing (including any joinder agreement or any Incremental Amendment or any Extension Amendment).

“Loan Parties” means, collectively, the Borrower and each Guarantor, and their permitted successors and assigns.

“Local Time” means (x) in the case of any Loan or Borrowing denominated in Dollars, New York City time and (y) with respect to any Letter of Credit denominated in an Alternative Currency, London time.

“Margin Stock” has the meaning set forth in Regulation U.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, assets, results of operations or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under any Loan Document, (c) the legality, validity, binding effect or enforceability against a Loan Party of a material Loan Document to which it is a party or

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(d) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent or any Secured Party, taken as a whole, under any Loan Document.

“Material Foreign Subsidiary” means each Foreign Subsidiary (i) which, as of the most recent fiscal quarter of Holdings, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01, contributed greater than ten percent (10%) of Consolidated EBITDA for such period or (ii) which contributed greater than ten percent (10%) of Total Assets as of such date; provided, that if at any time the aggregate amount of the EBITDA or consolidated total assets of all Foreign Subsidiaries that are not Material Foreign Subsidiaries exceeds twenty percent (20%) of Consolidated EBITDA for any such period or twenty percent (20%) of Total Assets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Foreign Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Foreign Subsidiaries.

“Material Non-Public Information” means, with respect to Holdings or any of its Subsidiaries, information that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive Material Non-Public Information with respect to Holdings, any of its Subsidiaries or Affiliates) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material, (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or assignment pursuant to Section 10.07(k), as applicable, or (ii) to the market price of the Term B Loans.

“Material Real Property” means any real property owned or leased by any Loan Party (other than (i) leased real property with a fair market value of less than $20,000,000 and (ii) owned real property with fair market value of less than $10,000,000); provided that if at any time the fair market value of all owned real properties that are not “Material Real Property” owned by the Loan Parties would exceed $10,000,000 in the aggregate, the Loan Parties shall designate additional fee owned real properties as “Material Real Property” and comply with the Collateral and Guarantee Requirement with respect thereto such that such threshold is no longer exceeded.

“Maturity Date” means (i) with respect to the Term B Loans that have not been extended pursuant to Section 2.16, the sixth anniversary of the Closing Date, (ii) with respect to the Revolving Credit Commitments of the Initial Non-Extending Revolving Credit Lenders under the Revolving Credit Facility, the Existing Revolving Loan Termination Date, (iii) with respect to the portion of the Revolving Credit Commitments of the Initial Extending Revolving Credit Lenders under the Revolving Credit Facility that have not been further extended pursuant to Section 2.16, the fifth anniversary of the Closing Date and (iv) with respect to any other tranche of Term Loans or Revolving Credit Commitments (including any Extended Term Loans, Extended Revolving Credit Commitments and Other Term Loans), the maturity dates specified therefor in the applicable Incremental Amendment or Extension Amendment; provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” has the meaning set forth in Section 10.10.

“Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. ss. 1396 ET SEQ.) and any successor or similar statutes, as in effect from time to time.

“Medicare” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. ss. 1396 ET SEQ.) and any successor or similar statutes, as in effect from time to time.

“Merger” has the meaning set forth in the preliminary statements hereto.

“Minimum Extension Condition” shall have the meaning given to such term in Section 2.16(b).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

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“Mortgage Instruments” means such title reports, ALTA title insurance policies (with endorsements), evidence of zoning compliance, property insurance, flood certifications and flood insurance, opinions of counsel, ALTA surveys, appraisals, flood certifications (and, if applicable FEMA form acknowledgements of insurance), mortgage tax affidavits and declarations and other similar information and related certifications as are requested by, and in form and substance reasonably acceptable to, the Administrative Agent from time to time.

“Mortgage Policies” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgaged Properties” has the meaning set forth in the definition of “Collateral and Guarantee Requirement.”

“Mortgages” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property, in form and substance reasonably satisfactory to the Administrative Agent, and any other mortgages executed and delivered pursuant to Sections 6.11 and 6.13.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate is making, or is accruing an obligation to make, contributions or with respect to which any Loan Party or any ERISA Affiliate may incur any liability.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means:

(a)100% of the cash proceeds actually received by Holdings or any of the Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) any amount required to repay (x) Indebtedness (other than pursuant to the Loan Documents) that is secured by a Lien on the assets disposed of and which ranks prior to the Lien securing the Obligations or (y) Indebtedness or other obligations of any Subsidiary that is disposed of in such transaction, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to non-controlling interests or not available for distribution to or for the account of Holdings or a wholly owned Restricted Subsidiary as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, and (v) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of the Restricted Subsidiaries including, without limitation, Pension Plan and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided that (A) if no Default exists, Holdings and its Restricted Subsidiaries may reinvest any portion of such proceeds in assets useful for its business within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12 month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within 18 months of initial receipt, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso; it

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being understood that such proceeds shall constitute Net Proceeds notwithstanding any investment notice if there is a Specified Default at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Specified Default was continuing) and (B) solely in respect of the proceeds of Dispositions, at any time during the period following a Disposition and prior to the prepayment date, if, on a Pro Forma Basis after giving effect to such Disposition and the application of the proceeds thereof, the Total Leverage Ratio is less than 2.50 to 1.00, up to $50,000,000 of such proceeds in the aggregate shall not constitute Net Proceeds; provided, further, that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless (x) such proceeds shall exceed $10,000,000 or (y) the aggregate net proceeds exceeds $25,000,000 in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)); and

(b)100% of the cash proceeds from the incurrence, issuance or sale by Holdings or any of the Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to Holdings or any Restricted Subsidiary shall be disregarded.

“non-cash charges” has the meaning set forth in the definition of the term “Consolidated EBITDA.”

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Non-Debt Fund Affiliate” means an Affiliate of the Borrower that is not a Debt Fund Affiliate or a Purchasing Borrower Party.

“Non-Defaulting Lender” means, at any time, a Revolving Credit Lender that is not a Defaulting Lender.

“Non-Extension Notice Date” has the meaning set forth in Section 2.03(b)(iii).

“Not Otherwise Applied” means, with reference to any amount of net cash proceeds, that such amount was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose.

“Note” means a Term B Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or the Previous Credit Agreement or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (y) obligations of Holdings or any Restricted Subsidiary arising under Cash Management Obligations or any Secured Hedge Agreement; provided that (a) obligations of Holdings or any of its Restricted Subsidiaries under any Secured Hedge Agreement or Cash Management Obligations shall be secured and guaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Hedge Agreements or any Cash Management Obligations.  Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted

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Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document or the Previous Credit Agreement and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, the Administrative Agent or any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Offered Loans” has the meaning set forth in Section 2.05(c)(iii).

“OID” has the meaning set forth in Section 2.14(b).

“Onex Bridge” has the meaning set forth in the preliminary statements hereto.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or the memorandum and articles of association (if applicable); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning set forth in Section 3.01(b).

“Other Term B Loans” has the meaning set forth in Section 2.14(a).

“Outstanding Amount” means (a) with respect to Term B Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term B Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” has the meaning set forth in Section 10.07(e).

“Participant Register” has the meaning set forth in Section 10.07(e).

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for the employees of any Loan Party or any ERISA Affiliate or with respect to which any Loan Party or any ERISA Affiliate may incur any liability.

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“Permitted Acquisition” has the meaning set forth in Section 7.02(h).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement, exchange or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal, replacement, exchange or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement, exchange or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, (e) the terms and conditions (including, if applicable, as to collateral, but excluding interest rate, fees and other pricing terms) of any such modified, refinanced, refunded, renewed, exchanged or extended Indebtedness are not materially less favorable to the Lenders, taken as whole, than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, exchanged or extended (in the case of the Lenders, as reasonably determined by the Administrative Agent) (it being understood that the modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness with Indebtedness that has a junior lien on collateral relative to the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or extended or is otherwise unsecured (all other terms being the same) is not materially less favorable to the Lenders) and (f) such modification, refinancing, refunding, renewal, replacement, exchange or extension is incurred by the Person who is the obligor or guarantor of the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning set forth in Section 6.01.

“Post-Closing Collateral Date” means, with respect to any personal property located outside the United States or any real property, the date that is 90 days following the Closing Date, or in each case such longer period as the Administrative Agent may agree in writing in its sole discretion in accordance with Section 6.11.

“Pre-Expansion European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

“Previous Credit Agreement” has the meaning set forth in the preliminary statements hereto.

“Previous Guaranty Agreement” means the Amended and Restated Guaranty Agreement, dated as of January 28, 2010, among the Corporate Co-Borrower, the Subsidiaries of the Corporate Co-Borrower party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“Previous Loan Documents” means all documents, instruments, mortgages, notes and other agreements executed prior to the Closing Date in connection with the Previous Credit Agreement (as such documents, instruments, mortgages, notes and other agreements may have been amended, restated, supplemented or

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otherwise modified prior to the Closing Date); provided, however, that “Previous Loan Documents” shall not include the Previous Credit Agreement, the Previous Guaranty Agreement or any other documents, instruments, mortgages, notes or other agreements executed in connection with the Previous Credit Agreement that are being amended and restated as of the date hereof.

“Pro Forma Basis” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09.

“Pro Forma Compliance” means, with respect to any covenant set forth in Section 7.10(a) and (b), compliance on a Pro Forma Basis with such covenant in accordance with Section 1.09.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that in the case of Section 2.15 when a Defaulting Lender shall exist, “Pro Rata Share” shall mean such percentage of the Aggregate Commitments under the applicable Facility or Facilities (disregarding any Defaulting Lender’s Commitments); provided, further that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests.

“Projections” has the meaning set forth in Section 6.01(c).

“Proposed Discounted Prepayment Amount” has the meaning set forth in Section 2.05(c)(ii).

“Public Lender” has the meaning set forth in Section 6.01.

“Purchase Price” means the total consideration payable in connection with any acquisition, including, without limitation, any portion of the consideration payable in cash, all Indebtedness, liabilities and contingent obligations incurred or assumed in connection with such acquisition and all consulting fees or fees for a covenant not to compete, including without limitation the value of any Equity Interests or other equity interests of any Loan Party or any Subsidiary issued as consideration for such acquisition.

“Purchasing Borrower Party” means Holdings or any Subsidiary of Holdings that (x) makes a Discounted Voluntary Prepayment pursuant to Section 2.05(c) or (y) becomes an Eligible Assignee or Participant pursuant to Section 10.07(k).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) (i) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) after which the common Equity Interests of Holdings or any direct or indirect parent of Holdings are listed on an internationally recognized securities exchange or dealer quotation system.

“Qualifying Lenders” has the meaning set forth in Section 2.05(c)(iv).

“Qualifying Loans” has the meaning set forth in Section 2.05(c)(iv).

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“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinanced Term B Loans” has the meaning set forth in Section 10.01.

“Register” has the meaning set forth in Section 10.07(d).

“Rejection Notice” has the meaning set forth in Section 2.05(b)(viii).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.

“Replacement Term B Loans” has the meaning set forth in Section 10.01.

“Repricing Transaction” means (1) the incurrence by Holdings or any of its Restricted Subsidiaries of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement (including Replacement Term B Loans), whether incurred directly or by way of the conversion of Term B Loans into a new tranche of replacement term loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” yield for the respective Type of such Indebtedness that is less than the “effective” yield for Term B Loans of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or “original issue discount,” in each case, shared with all lenders or holders of such Indebtedness or Term B Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or Term B Loans, as the case may be, and without taking into account any fluctuations in LIBOR or comparable rate), but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term B Loans or (2) any effective reduction in the Applicable Rate for Term B Loans (e.g., by way of amendment, waiver or otherwise) (with such determination to be made in the reasonable judgment of the Administrative Agent, consistent with generally accepted financial practices).  Any such determination by the Administrative Agent as contemplated by preceding clauses (1) and (2) shall be conclusive and binding on all Lenders holding Term B Loans absent manifest error.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or

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deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Revolving Credit Loans and all L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that unused Revolving Credit Commitment of, and the portion of the Outstanding Amount of all Revolving Credit Loans and all L/C Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term B Lenders” means, as of any date of determination and subject to the limitations set forth in Section 10.07(l), Term B Lenders having more than 50% of the aggregate principal amount of outstanding Term B Loans of all Term B Lenders; provided that unused Term B Commitments of, and the portion of the Outstanding Amount of all Term B Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any Organization Documents required to be delivered under any Loan Document, any secretary or assistant secretary of such Loan Party or, in the case of any Foreign Subsidiary, any duly appointed authorized signatory or director or managing member of such Person.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that are contractually restricted from being distributed to Holdings.

“Restricted Payment” means the declaration or payment of any dividend or other distribution (whether in cash, securities or other property) on account of any Equity Interest of Holdings or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation, termination of, or other acquisition for value of, any such Equity Interest.

“Restricted Subsidiary” means any Subsidiary of Holdings (which on the Closing Date shall include the Acquired Business) other than an Unrestricted Subsidiary.

“Retained Percentage” means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

“Revaluation Date” means with respect to any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) the first Business Day of each calendar month and (v) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(c).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(c), (b) purchase participations in L/C

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Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Sections 2.14 and 10.07(b)).  The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $275,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.  After the Closing Date, additional Classes or tranches of Revolving Credit Commitments may be added or created pursuant to Incremental Amendments or Extension Amendments.

“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the Revolving Credit Commitments have terminated, Revolving Credit Exposure.

“Revolving Credit Loans” means a Loan made pursuant to Section 2.01(c) and any Extended Revolving Credit Loan.

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.

“Rollover Amount” has the meaning set forth in Section 7.10(c)(ii).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by Holdings or a Restricted Subsidiary whereby Holdings or a Restricted Subsidiary transfers such property to a Person and Holdings or such Restricted Subsidiary leases it from such Person, other than leases between Holdings and a Restricted Subsidiary of Holdings or between Restricted Subsidiaries of Holdings.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between Holdings or any Subsidiary, on the one hand, and any Person that is a Lender or an Affiliate of a Lender (or was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into (a “Hedge Bank”)), on the other hand, in each case, to the extent designated by the Borrower and such Lender as a Secured Hedge Agreement in writing to the Administrative Agent.  The designation of any Swap Contract as a Secured Hedge Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Collateral Documents.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Securities Act” means the Securities Act of 1933, as amended.

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“Selk Matter” means the lawsuit filed in Bernalillo County, New Mexico State Court styled Larry Selk, by and through his legal guardian, Rani Rubio v. Res-Care New Mexico, Inc., Res-Care, Inc., et al, the jury verdict in the aggregate amount not in excess of $54,000,000 rendered against the Corporate Co-Borrower and Res-Care New Mexico, Inc. on December 2, 2009 in such lawsuit and any settlement in connection therewith.

“Senior Notes” means, collectively, (i) the $200,000,000 10.75% Notes due 2019 of the Corporate Co-Borrower issued on the Closing Date (the “Initial Senior Notes”) and (ii) any other senior unsecured notes or convertible notes assumed or incurred by the Borrower or a Restricted Subsidiary pursuant to Section 7.03(g), (v) or (w) and issued under an indenture, note purchase agreement or similar governing instrument or document in a registered public offering or a Rule 144A or other private placement transaction permitted hereunder.

“Senior Notes Documentation” means the Senior Notes and any indenture or other loan or purchase agreement governing the Senior Notes and any other documents delivered pursuant thereto.

“Senior Secured Leverage Ratio” means the ratio of (a) Consolidated Senior Secured Debt (it being understood that for purposes of determining compliance with such ratio herein, Consolidated Senior Secured Debt shall be measured on the date of the voluntary prepayment, redemption, purchase, defeasance or other payment being made) minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) that is held by Holdings and its Restricted Subsidiaries as of such date free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (k), (p), (q)(i) and (ii), (y) (solely to the extent such Liens under such clause (y) are Liens on Collateral that are junior to the Liens securing the Obligations and subject to a Junior Lien Intercreditor Agreement) and (dd), which cash and Cash Equivalents shall be in an amount not to exceed $50,000,000 to (b) Consolidated EBITDA as of the most recently completed Test Period.

“Similar Business” means any business engaged in by Holdings or any of its Restricted Subsidiaries on the Closing Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Holdings and its Restricted Subsidiaries are engaged on the Closing Date.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged as of such date and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature.  For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

“SPC” has the meaning set forth in Section 10.07(h).

“Specified Default” means a Default under Section 8.01(a), (f) or (g).

“Specified Equity Contribution” means any cash contribution to the equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings in each case other than Disqualified Equity Interests made pursuant to Section 8.05.

“Specified Transaction” means any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility for working capital purposes) or Incremental Term Loan or Incremental Revolving Credit Commitment or Investment or capital contribution that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of Holdings, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, any

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Disposition of a business unit, line of business or division of Holdings or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, in each case, that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis.”

“Spot Rate” for a currency means the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such currency.  In the event that such rate does not appear on any Reuters World Currency Page, the Spot Rate with respect to such currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, such Spot Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such currency, for delivery two (2) Business Days later; provided, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error; provided, further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) other than with respect to a corporation, such Person is a controlling general partner or managing member or otherwise controls such entity at such time.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than Holdings.

“Successor Company” has the meaning set forth in Section 7.04(d).

“Supplemental Agent” has the meaning set forth in Section 9.10(a) and “Supplemental Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

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“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Commitment” means the commitment of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.04.

“Swing Line Facility” means the swing line loan facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means JPMorgan Chase Bank, N.A., acting through one of its affiliates or branches, in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder; provided, that that if any Extension or Extensions of Revolving Credit Commitments is or are effected in accordance with Section 2.16, then on the occurrence of the then existing Maturity Date with respect to the Revolving Credit Commitments of the Swing Line Lender (the “Swing Line Termination Date”), the Swing Line Lender at such time shall have the right to resign as a Swing Line Lender on, or on any date within twenty (20) Business Days after, the Swing Line Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the Borrower shall repay any outstanding Swing Line Loans made by the entity so resigning and such entity shall not be required to make any further Swing Line Loans hereunder.  If at any time and for any reason (including as a result of resignations contemplated by the proviso to the preceding sentence), the Swing Line Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be the Swing Line Lender or obligated to make Swing Line Loans unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as the Swing Line Lender hereunder.

“Swing Line Loan” has the meaning set forth in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Swing Line Termination Date” has the meaning set forth in the definition of “Swing Line Lender”.

“Syndication Agent” means Banc of America Securities LLC, as syndication agent under this Agreement.

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings, fees or other charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

“Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Sections 2.01(b), 2.14 or 2.16.

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“Term B Commitment” means, as to each Term B Lender, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(b) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term B Commitment” or in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Sections 2.14).  The initial aggregate amount of the Term B Commitments is $170,000,000.  After the Closing Date, additional Classes or tranches of Term B Commitments may be added or created pursuant to Incremental Amendments or Extension Amendments.

“Term B Lender” means, at any time, any Lender that has a Term B Commitment or a Term B Loan at such time.

“Term B Loan” means a Loan made pursuant to Section 2.01(b), any Incremental Term Loan (including any Other Term B Loan) or any Extended Term B Loan.

“Term B Note” means a promissory note of the Borrower payable to any Term B Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term B Lender resulting from the Term B Loans made by such Term B Lender.

“Term Commitment” means any Term B Commitment, any Incremental Term Loan Commitment and any Extended Term B Commitment.

“Term Lender” means any Term B Lender, any Incremental Term Lender or any Extending Term B Lender.

“Term Loan” means any Term B Loan.

“Test Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of Holdings for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable.

“Threshold Amount” means $25,000,000.

“Total Assets” means the total consolidated assets of Holdings and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of Holdings and its Restricted Subsidiaries.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (it being understood that for purposes of determining compliance with Section 7.10(a), such date of determination shall be the last day of the applicable Test Period) minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) that is held by Holdings and its Restricted Subsidiaries free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (k), (p), (q)(i) and (ii), (y) (solely to the extent such Liens under such clause (y) are Liens on Collateral that are junior to the Liens securing the Obligations and subject to a Junior Lien Intercreditor Agreement) and (dd), which cash and Cash Equivalents, from and after the fiscal quarter ending March 31, 2011, shall be in an amount not to exceed $50,000,000 to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“tranche” (a) when used with respect to the Initial Revolving Credit Lenders, shall mean the group of Revolving Credit Commitments of the Initial Extending Revolving Credit Lenders or of the Initial Non-Extending Revolving Credit Lenders, as applicable, and (b) otherwise, shall have the meaning given to such term in Section 2.16(a).

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“Transaction Expenses” means any fees or expenses incurred or paid by the Investors, Holdings, or any of its Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means, collectively, (a) the Acquisition and other related transactions contemplated by the Acquisition Agreement, the Equity Contribution, and the consummation of the Onex Bridge, (b) the issuance of the Initial Senior Notes on the Closing Date, (c) the execution and delivery of Loan Documents to be entered into on the Closing Date and the funding of the Loans on the Closing Date, (d) the partial repayment of the Onex Bridge, (e) the repayment of all or a portion of the Existing Senior Notes on the Closing Date, (f) the payment of Transaction Expenses, (g) the conversion of the LLC Co-Borrower into a Delaware corporation and (h) the consummation of the Holdings Capitalization and the Merger on the Closing Date.

“Transferred Guarantor” has the meaning set forth in Section 11.09.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“Unaudited Financial Statements” means (a) the unaudited consolidated balance sheet of the Corporate Co-Borrower and its Subsidiaries as of the fiscal quarter of the Corporate Co-Borrower ended September 30, 2010 and (b) the related unaudited consolidated statements of operations for the Corporate Co-Borrower and its Subsidiaries as of the fiscal quarter of the Corporate Co-Borrower ended September 30, 2010.

“Unfunded Advances/Participations” means (a) with respect to the Administrative Agent, the aggregate amount, if any, (i) made available to the Borrower on the assumption that each Appropriate Lender has made its Pro Rata Share of the applicable Borrowing available to the Administrative Agent and (ii) with respect to which a corresponding amount shall not in fact have been made available to the Administrative Agent by any such Lender, (b) with respect to the Swing Line Lender, the aggregate amount, if any, of participations in respect of any outstanding Swing Line Loan that shall not have been funded by the Appropriate Lenders in accordance with Section 2.04(b) and (c) with respect to the L/C Issuer, the aggregate amount of L/C Borrowings.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.”  mean the United States of America.

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(e)(ii)(C) and is in substantially the form of Exhibit G hereto.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) any Subsidiary of Holdings designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date and (ii) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Security Agreement” means an Amended and Restated Pledge and Security Agreement substantially in the form of Exhibit F.

“U.S. Security Agreement Supplement” means a supplement to the U.S. Security Agreement, substantially in the form attached to the U.S. Security Agreement, pursuant to which a Restricted Subsidiary shall become a party thereto.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

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“U.S.-Owned DRE” means any entity that (i) is a Domestic Subsidiary; (ii) is not treated as a corporation for U.S. federal income tax purposes; (iii) is directly owned by the Borrower or any Guarantor; and (iv) owns in excess of 65% of the total voting power of all outstanding voting stock or interests in a Foreign Subsidiary.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

Section 1.02.Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d)The term “including” is by way of example and not limitation.

(e)The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(g)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03.Accounting Terms; Financial Definitions.

(a)All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.  In addition, for purposes of this Agreement, all references to codified accounting standards specifically named herein shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP.

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(b)If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)[Reserved].

(d)[Reserved].

(e)For purposes of all financial definitions and calculations in this Agreement, including the determination of Excess Cash Flow, there shall be excluded for any period the purchase accounting effects of adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

(f)Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Staff Position APB 14-1 to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.04.Rounding.

Any financial ratios required to be maintained by Holdings pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05.References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, amendments and restatements, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, amendments and restatements, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law (including by succession of comparable successor laws).

Section 1.06.Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

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Section 1.07.Timing of Payment of Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.08.Cumulative Credit Transactions.

If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Credit immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

Section 1.09.Pro Forma Calculations.

(a)Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be, shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant set forth in Section 7.10(a) or (b), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b)For purposes of calculating the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period.  If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.09.

(c)Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of “run-rate” cost savings and operating expense reductions for which specified actions are taken or committed to be taken within 12 months after the closing date of such Specified Transaction and have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period as if such cost savings and operating expense reductions were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (it being understood and agreed that “run-rate” means the full recurring benefit that is associated with any action taken or expected to be taken; provided that all of such benefit is expected to be realized within 12 months of taking such action).

(d)In the event that Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which

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the calculation of any such ratio is made, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio and the Senior Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio.  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period.  Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower may designate.

Section 1.10.Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.11.Exchange Rates; Currency Equivalents.

The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.  Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.  Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.  For purposes of determining compliance with Article VII with respect to the amount of any Indebtedness, Investment, Disposition or Restricted Payment in a currency other than dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or Disposition or Restricted Payment made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.11 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred or Disposition or Restricted Payment made at any time under such Sections.

Section 1.12.Additional Alternative Currencies.

The Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.  Any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.  Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion).  The Administrative

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Agent shall promptly notify the L/C Issuer thereof.  The L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency.  Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the L/C Issuer to permit Letters of Credit to be issued in such requested currency.  If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances.  If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.12, the Administrative Agent shall promptly so notify the Borrower.

Section 1.13.Change of Currency.

Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency.  Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent, with the consent of the Borrower, may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.  Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent, with the consent of the Borrower, may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

Section 1.14.Amendment and Restatement of Previous Credit Agreement and Previous Guaranty Agreement; Reaffirmation of Previous Loan Documents.

(a)The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Sections 4.01 and 4.03, the terms and provisions of the Previous Credit Agreement and the Previous Guaranty Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.  This Agreement is not intended to and shall not constitute a novation.  All Loans made and “Secured Obligations” incurred under the Previous Credit Agreement and “Guaranteed Obligations” described in the Previous Guaranty Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement.  Without limiting the foregoing, upon the effectiveness hereof: (a) all letters of credit issued (or deemed issued) under the Previous Credit Agreement which remain outstanding on the Closing Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (b) all “Secured Obligations” constituting “Rate Management Obligations” under the Previous Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Secured Hedge Agreements and Obligations under this Agreement and the other Loan Documents, (c) all “Secured Obligations” constituting “Banking Services Obligations” under the Previous Credit Agreement with any Lender or Affiliate of any Lender which are outstanding on the Closing Date shall continue as Cash Management Obligations and Obligations under this Agreement and the other Loan Documents and (d) the Administrative Agent shall make such reallocations of each Lender’s “Outstanding Revolving Credit Exposure” under the Previous Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the outstanding aggregate Revolving Credit Exposure.

(b)Each of the Loan Parties, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Loan Party grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as the case may be, in each case under the Previous Loan Documents, hereby each (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Previous Loan Documents to which it is a party, (b) to the extent such Loan Party granted liens on or security interests in any of its properties pursuant to any of the Previous Loan Documents, hereby ratifies and reaffirms such grant of security (and, without limitation, any filings with Governmental Authorities

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made in connection therewith) and confirms that such liens and security interests continue to secure the Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to this Agreement and (c) to the extent such Loan Party guaranteed, was jointly or severally liable, or provided other accommodations with respect to, the Obligations or any portion thereof pursuant to any of the Previous Loan Documents, hereby ratifies and reaffirms such guaranties, liabilities and other accommodations.

ARTICLE II.
The Commitments and Credit Extensions

Section 2.01.The Loans.

(a)[Reserved].

(b)The Term B Borrowings.  Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make to the LLC Co-Borrower on the Closing Date loans denominated in Dollars in an aggregate amount not to exceed the amount of such Term B Lender’s Term B Commitment.  Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.  Term B Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(c)The Revolving Credit Borrowings.  Prior to the Closing Date, revolving loans were previously made to the Corporate Co-Borrower under the Previous Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Previous Revolving Credit Loans”).  Subject to the terms and conditions set forth herein, the Borrower and each of the Lenders agree that on the Closing Date, the Previous Revolving Credit Loans shall be reevidenced as Revolving Credit Loans under this Agreement and the terms of the Previous Revolving Credit Loans shall be restated in their entirety and shall be evidenced by this Agreement.  During the period from the Closing Date until the Maturity Date of the Revolving Credit Facility applicable to such Revolving Credit Lender, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars pursuant to Section 2.02 to the Corporate Co-Borrower from its applicable Lending Office from time to time, on any Business Day, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment.  Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c).  Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type made to the Borrower.

Section 2.02.Borrowings, Conversions and Continuations of Loans.

(a)Each Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to another Type, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent (except that, subject to Section 3.05, a notice in connection with the initial Credit Extensions hereunder may be revoked if the Closing Date does not occur on the proposed date of borrowing), which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than (i) 11:00 a.m. (New York City time) two (2) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) 11:00 a.m. (New York City time) on the requested date (which shall be a Business Day) of any Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Except as provided in Section 2.14, each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,500,000 or a whole multiple of $500,000, in excess thereof.  Except as provided in Section 2.03(c), 2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate

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Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term B Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to another Type, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the account of the Borrower to be credited with the proceeds of such Borrowing.  If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a).  In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. (New York City time) on the Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Article 4, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c)Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith.  During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

(d)The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate.  The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Appropriate Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the determination of such change.

(e)After giving effect to all Term B Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to another Type, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to all Revolving Credit Borrowings and not more than five (5) Interest Periods in effect with respect to all Term B Borrowings.

(f)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

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Section 2.03.Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period after the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of Holdings so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, request or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

(B)the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date;

(C)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date;

(D)the issuance of such Letter of Credit would violate any Laws or one or more policies of such L/C Issuer;

(E)subject to Section 1.12, such Letter of Credit is denominated in a currency other than Dollars or an Alternative Currency;

(F)such issuance is not required pursuant to the terms of Section 2.15; or

(G)such Letter of Credit is in an initial amount less than $50,000.

(iii)An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

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(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 11:00 a.m. (New York City time) at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer:  (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount and currency thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii)Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof.  Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be.  Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer an unfunded risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall (A) not be required to permit any such extension if the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), and (B) shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.03 is not then satisfied.

(iv)Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

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(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than 3:30 p.m. (New York City time) on the first Business Day following the date of any payment by an L/C Issuer under a Letter of Credit to be reimbursed in Dollars or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency with notice to the Borrower (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the applicable currency; provided that if the Borrower shall reimburse such L/C Issuer on a date later than the date of any payment by the L/C Issuer under a Letter of Credit such extension of time shall be reflected in computing fees in respect of any such Letter of Credit.  Unless the Borrower shall have notified the Administrative Agent and the relevant L/C Issuer prior to 12:00 noon on the Honor Date that the Borrower intends to reimburse the relevant L/C Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof.  In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.03 (other than the delivery of a Committed Loan Notice).  Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.  For the avoidance of doubt, the repayment of any Unreimbursed Amount with the proceeds of Revolving Credit Loans (other than an L/C Borrowing) pursuant to this Section 2.03(c)(i) shall not be deemed to be a failure of the Borrower to comply with its obligations hereunder.

(ii)Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate for Revolving Credit Loans.  In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

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(v)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.03 (other than delivery by the Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(d)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute.  The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued for its account and to repay each L/C Borrowing relating to any Letter of Credit issued for its account shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

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(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit;

(vi)any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The Borrower shall promptly examine a copy of each Letter of Credit issued for its account and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify such L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuers.  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction.  In

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furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Cash Collateral.  Upon the request of the Administrative Agent, (i) if any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.03 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall promptly Cash Collateralize (x) in the case of clause (i), 100% and (y) in the case of clause (ii), 105%, in each case of the then Outstanding Amount of all L/C Obligations (such Outstanding Amount to be determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) or, in the case of clause (ii), provide a back-to-back letter of credit in a face amount at least equal to 105% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance satisfactory to such L/C Issuer in its sole discretion.  Any Letter of Credit that is so Cash Collateralized or in respect of which such a back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement.  For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) in Dollars or the relevant Alternative Currency, as applicable, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding meanings.  The Borrower hereby grants to the Administrative Agent for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in deposit accounts designated by the Administrative Agent and which is under the sole dominion and control of the Administrative Agent.  If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or claims of the depositary bank arising by operation of law or that the total amount of such funds is less than the amount required by the first sentence of this clause (g), the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts designated by the Administrative Agent as aforesaid, an amount equal to the excess of (x) 100% or 105%, as applicable, of such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim.  Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer.  To the extent the amount of any Cash Collateral exceeds 100% or 105%, as applicable, of the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower.

(h)Applicability of ISP98.  Unless otherwise expressly agreed by the relevant L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

(i)Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued equal to the Applicable Rate for Revolving Credit Loans that are Eurodollar Rate Loans times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not  such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit).  Such letter of credit fees shall be computed from the date of issuance thereof on a quarterly basis in arrears.  Such letter of credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit and on the later of (i) the Letter of Credit Expiration Date and (ii) the day that is five (5) Business Days prior to any Maturity Date for the Revolving Credit Facility, or with respect to any Letter of Credit outstanding with respect to an Extended Revolving Credit Commitment, the Maturity Date applicable thereto (or, if such day is not a Business Day, the next preceding Business Day).  If there is

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any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers.  The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to the Borrower equal to 0.125% times the face amount of such Letter of Credit.  Such fronting fees shall be computed on a quarterly basis in arrears.  Such fronting fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable within ten (10) days after demand.

(k)Conflict with Letter of Credit Application.  Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(l)Addition of an L/C Issuer.  A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender.  The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(m)Extensions.  If the Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.03(g). Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such Maturity Date.

Section 2.04.Swing Line Loans.

(a)The Swing Line.  Subject to the terms and conditions set forth herein, JPMorgan Chase Bank, N.A., in its capacity as Swing Line Lender, may in its sole discretion, agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning after the Closing Date and until the Maturity Date for the Revolving Credit Facility applicable to the Swing Line Lender (or with respect to any Swing Line Loan outstanding with respect to an Extended Revolving Credit Commitment of the Swing Line Lender, the Maturity Date applicable thereto) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding

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Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York City time) on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the account of the Borrower to be credited with the proceeds of such Swing Line Borrowing.  Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless (x) the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 3:00 p.m. (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.03 is not then satisfied or (y) such Swing Line Lender has determined in its sole discretion not to make such Swing Line Loan, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 5:00 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.  Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan if such Swing Line Loan is not required to be made pursuant to the terms of Section 2.15.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf the Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding (provided that such request shall be deemed to have been automatically given upon the occurrence of a Default or Event of Default under Section 8.01(f) or (g) or upon the exercise of any of the remedies provided in Section 8.02).  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.03.  The relevant Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

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(iii)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.03.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate.  The Administrative Agent will make such demand upon the request of a Swing Line Lender.  The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Revolving Credit Lender funds its Base Rate Loan, Eurocurrency Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g)Extensions.  If the Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then-outstanding Swing Line Loans shall be repaid in full (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(g)), there shall exist sufficient unutilized Initial Extending

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Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, so that the respective outstanding Swing Line Loans could be incurred pursuant to such Initial Extending Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the risk participations of each Revolving Credit Lender that is an Initial Extending Revolving Credit Lender or an Extending Revolving Credit Lender, as the case may be, and such outstanding Swing Line Loans shall be deemed to have been incurred solely pursuant to the relevant Initial Extending Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, and such Swing Line Loans shall not be so required to be repaid in full on such earliest Maturity Date.

Section 2.05.Prepayments.

(a)Optional.

(i)The Borrower may, upon notice to the Administrative Agent, at any time or from time to time thereafter, without premium or penalty except as provided in clause (d) below, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part; provided that (1) such notice must be received by the Administrative Agent not later than 12:00 noon (New York City time) (A) two (2) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid.  The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or, if such prepayment is being made pursuant to Section 2.05(c) or Section 10.07(k), such Lender’s share, of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (subject to the penultimate sentence of this Section 2.05(a)).  Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.  In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares (other than if pursuant to Section 2.05(c) or Section 10.07(k)).

(ii)The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii)Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.  Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the Term B Loans in an order of priority to repayments thereof as directed by the Borrower and, absent the exercise of such direction by the Borrower, shall be applied in direct order of maturity to repayments thereof .

(b)Mandatory.

(i)Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2011) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate amount of Term

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Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year pursuant to Section 2.05(a) and the amount expended by any Purchasing Borrower Party to prepay any Term Loans pursuant to Section 2.05(c) or Section 10.07(k) and (2) all voluntary prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness.

(ii)If (1) Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (i), (j), (l), (p), (q) or (r)) or (2) any Casualty Event occurs, which results in the realization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds, Holdings shall cause to be offered to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received.

(iii)If Holdings or any Restricted Subsidiary incurs or issues any Indebtedness after the Closing Date that is not otherwise permitted to be incurred pursuant to Section 7.03, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by Holdings or such Restricted Subsidiary of such Net Proceeds.

(iv)If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

(v)[Reserved].

(vi)Each prepayment of Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii) shall be applied ratably to the principal installments of Term B Loans based on the amount of Term B Loans then outstanding and ratably to the principal installments of Term B Loans required pursuant to Section 2.07(b); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (viii) of this Section 2.05(b).  Each prepayment of Revolving Credit Loans pursuant to Section 2.05(b) shall be paid to the Revolving Credit Lenders in accordance with their respective Pro Rata Shares.

(vii)Funding Losses, Etc.  All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.  Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b).  Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

(viii)The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) at least four (4) Business Days prior to the date of such prepayment.  Each such notice shall specify the date of such prepayment

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and provide a reasonably detailed calculation of the amount of such prepayment.  The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.  Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment.  Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender.  If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans.  Any Declined Proceeds shall be retained by the Borrower.

(c)

(i)Notwithstanding anything to the contrary in Section 2.05(a), 2.12(a) or 2.13 (which provisions shall not be applicable to this Section 2.05(c)), any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term B Loans to the Lenders at a discount to the par value of such Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(c); provided that (A) no Discounted Voluntary Prepayment shall be made from the proceeds of any Revolving Credit Loan or Swing Line Loan, (B) immediately after giving effect to any Discounted Voluntary Prepayment, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $130,000,000, (C) any Discounted Voluntary Prepayment shall be offered to all Lenders with Term B Loans on a pro rata basis, (D) such Purchasing Borrower Party shall deliver to the Administrative Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(c) has been satisfied, (3) such Purchasing Borrower Party and its Affiliates does not have any Material Non-Public Information.

(ii)To the extent a Purchasing Borrower Party seeks to make a Discounted Voluntary Prepayment, such Purchasing Borrower Party will provide written notice to the Administrative Agent substantially in the form of Exhibit H hereto (each, a “Discounted Prepayment Option Notice”) that such Purchasing Borrower Party desires to prepay Term B Loans in an aggregate principal amount specified therein by the Purchasing Borrower Party (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Term B Loans as specified below.  The Proposed Discounted Prepayment Amount of Term B Loans shall not be less than $10,000,000.  The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment:  (A) the Proposed Discounted Prepayment Amount of Term B Loans, (B) a discount range (which may be a single percentage) selected by the Purchasing Borrower Party with respect to such proposed Discounted Voluntary Prepayment (representing the percentage of par of the principal amount of Term B Loans to be prepaid) (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).

(iii)Upon receipt of a Discounted Prepayment Option Notice in accordance with Section 2.05(c)(ii), the Administrative Agent shall promptly notify each Term B Lender, as applicable, thereof.  On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a minimum price (the “Acceptable Price”) within the Discount Range (for example, 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term B Loans with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Price (“Offered Loans”).  Based on the Acceptable Prices and principal amounts of Term B Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent, in consultation with the Purchasing Borrower Party, shall determine the applicable discount for Term B Loans (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Purchasing Borrower Party if

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the Purchasing Borrower Party has selected a single percentage pursuant to Section 2.05(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the lowest Acceptable Price at which the Purchasing Borrower Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable Price); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Price, the Applicable Discount shall be the highest Acceptable Price specified by the Lenders that is within the Discount Range.  The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans (as defined below).  Any Lender with outstanding Term Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount.

(iv)The Purchasing Borrower Party shall make a Discounted Voluntary Prepayment by prepaying those Term B Loans (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or lower than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent).  If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Purchasing Borrower Party shall prepay all Qualifying Loans.

(v)Each Discounted Voluntary Prepayment shall be made within two (2) Business Days of the Acceptance Date (or such other date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice (provided that such notice may be conditioned on receiving the proceeds of any refinancing) substantially in the form of Exhibit J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 11:00 a.m. (New York City time), one (1) Business Day prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent.  Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.

(vi)To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding and calculation of Applicable Discount in accordance with Section 2.05(c)(iii) above) established by the Administrative Agent in consultation with the Borrower.

(vii)Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, the Purchasing Borrower Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice.

(d)Prepayment Premium.  At the time of the effectiveness of any Repricing Transaction that is consummated prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B Loans which are repaid or prepaid pursuant to such Repricing Transaction (excluding each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07 but including any Lender replacing such Non-Consenting Lender), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term B Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described

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in clause (2) of the definition thereof, the aggregate principal amount of all Term B Loans outstanding on such date that are subject to an effective reduction of the Applicable Rate pursuant to such Repricing Transaction.  Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

Section 2.06.Termination or Reduction of Commitments.

(a)Optional.  The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a minimum aggregate amount of the lesser of $2,000,000 and the unused Commitments of such Class, as applicable, or any whole multiple of $1,000,000, in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess.  The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.  Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b)Mandatory.  The Term B Commitment of each Term B Lender shall be automatically and permanently reduced to $0 upon the funding of the Term B Loans to be made by it on the Closing Date.  The Revolving Credit Commitment (other than any Extended Revolving Credit Commitment) of each Revolving Credit Lender shall automatically and permanently terminate on the Maturity Date applicable to such Revolving Credit Lender for the Revolving Credit Facility.  On the respective Maturity Date applicable thereto, the Extended Revolving Credit Commitment of each Extending Revolving Credit Lender shall automatically and permanently terminate.

(c)Application of Commitment Reductions; Payment of Fees.  The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06.  Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07).  All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

(d)Termination of the Initial Non-Extending Lender Commitments.  Notwithstanding anything to the contrary in this Agreement and without limiting the foregoing, on the Existing Revolving Loan Termination Date, (a) the Borrower shall pay to each Initial Non-Extending Revolving Credit Lender all amounts then payable to such Initial Non-Extending Revolving Credit Lender under this Agreement and (b) such Initial Non-Extending Revolving Credit Lender’s Commitment and its obligation to participate in future Swing Line Loans and Letters of Credit hereunder, shall automatically terminate.  On the Existing Revolving Loan Termination Date, to the extent required and subject to the provisions of Sections 2.03(m) and 2.04(g), the Administrative Agent shall administer the reallocation of LC Obligations and any obligation to participate in Letters of Credit and Swing Line Loans ratably among the Initial Extending Revolving Credit Lenders after giving effect to the termination of the Initial Non-Extending Revolving Credit Commitments.

Section 2.07.Repayment of Loans.

(a)[Reserved].

(b)Term B Loans.  The Borrower shall repay to the Administrative Agent for the ratable account of the Term B Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first fiscal quarter of the 2011 fiscal year of Holdings, an aggregate amount equal to 0.25% of the aggregate principal amount of all Term B Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05); provided that, to the extent specified in the applicable Extension Offer, amortization payments with

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respect to Extended Term B Loans for periods prior to the then current Maturity Date for Term B Loans may be reduced (but not increased) and amortization payments required with respect to Extended Term B Loans for periods after the Maturity Date for Term B Loans shall be as specified in the applicable Extension Offer and (ii) on the Maturity Date for the Term B Loans, the aggregate principal amount of all Term B Loans outstanding on such date (or with respect to any Extended Term B Loans, the Maturity Date applicable thereto).

(c)Revolving Credit Loans.  The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date applicable to any Initial Revolving Credit Lender for the Revolving Credit Facility (or with respect to any Extended Revolving Credit Loans, the Maturity Date applicable thereto) the aggregate principal amount of all of the Borrower’s Revolving Credit Loans under such Facility outstanding on such date.

(d)Swing Line Loans.  The Borrower shall repay the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) any Maturity Date for the Revolving Credit Facility (or with respect to any Swing Line Loan outstanding with respect to an Extended Revolving Credit Commitment, the Maturity Date applicable thereto).

Section 2.08.Interest.

(a)Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (which shall not include any Swing Line Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate, for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b)During the continuance of a Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder (other than any amount payable in respect of its Parallel Debt referred to in Section 10.22) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09.Fees.

In addition to certain fees described in Sections 2.03(i) and (j):

(a)Commitment Fees.  The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (“Commitment Fee”) equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations.  The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date applicable to any Initial Revolving Credit Lender for the Revolving Credit Facility (or, with respect to any Extended Revolving Credit Commitments, the Maturity Date applicable thereto), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date applicable to any Initial Revolving Credit Lender for the Revolving Credit

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Facility (or, with respect to any Extended Revolving Credit Commitments, the Maturity Date applicable thereto).  The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Other Fees.  The Borrower shall pay to the Agents in Dollars such fees as shall have been separately agreed upon in writing, including the Fee Letters, in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

Section 2.10.Computation of Interest and Fees.

All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed.  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11.Evidence of Indebtedness.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrower, in each case in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c)Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

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Section 2.12.Payments Generally.

(a)All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in immediately available funds not later than 2:00 p.m. Local Time on the date specified herein.  Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States.  If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided in Section 2.05(c) or as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. Local Time, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  For the avoidance of doubt, all payments to be made hereunder shall be made in Dollars or the Alternative Currency in which such Borrowing was initially made.

(b)If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.  If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i)if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the applicable Federal Funds Rate from time to time in effect; and

(ii)if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation.  When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing.  If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing.  Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

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(d)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint.  The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g)Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04.  If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

(h)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(b), 2.03(c), 2.04(c), 2.12(c) or 2.13, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.13.Sharing of Payments.

If, (other than (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, including any assignee or participant that is a Sponsor, a Loan Party or an Affiliate of any Loan Party or Sponsor or (y) as otherwise expressly provided elsewhere herein, including, without limitation, as provided in Sections 2.05(c) or 10.07(k)) any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon.  The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of

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payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.  The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14.Incremental Credit Extensions.

(a)The Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) from time to time after the Closing Date, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Credit Commitments, as the case may be, in their own discretion.  Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount Date”) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term B Commitments or commitments to make term loans with interests rates and/or amortization and/or maturity and/or other terms different from the Term B Loans (“Other Term B Loans”).

(b)The Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender.  Each Incremental Amendment providing for Incremental Term Loans shall specify the terms of the applicable Incremental Term Loans; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), the Other Term B Loans shall have (x) the same terms as the Term B Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Term B Loans shall be no earlier than the Maturity Date of the Term B Loans and (iii) the Weighted Average Life to Maturity of any Other Term B Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans; provided, further, that the interest rate margin (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term B Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) in respect of any Other Term B Loan shall be the same as that applicable to the Term B Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), except that the interest rate margin in respect of any Other Term B Loan (which shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term B Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees) may exceed the Applicable Rate for the Term B Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees) by no more than fifty (50) basis points (it being understood that any such increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner reasonably determined by the Administrative Agent based on an assumed four-year life to maturity), or if it does so exceed such Applicable Rate (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees), such Applicable Rate shall be increased so that the interest rate margin in respect of such Other Term B Loan (which shall be deemed to

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include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing such Other Term B Loan in the initial primary syndication thereof but exclude customary arranger and underwriting fees), is no more than fifty (50) basis points higher than the Applicable Rate for the Term B Loans (which shall, for such purposes only, be deemed to include all upfront or similar fees or original issue discount payable by the Borrower to all Lenders providing the Term B Loans in the initial primary syndication thereof but exclude customary arranger and underwriting fees) and if the lowest permissible Eurocurrency Rate is greater than 1.75% or the lowest permissible Base Rate is greater than 2.75% for such Other Term B Loan, the difference between such “floor” and 1.75% in the case of Eurocurrency Rate Incremental Loans, or 2.75% in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of the this proviso.  The Incremental Term Loans shall rank pari passu or junior in right of payment and of security with the Term B Loans; provided that, if such Incremental Term Loans rank junior in right of security with the Term B Loans, such Incremental Term Loan will be established as a separate facility from the Terms B Loans.  In the case of any second lien Incremental Term Loans, such Indebtedness (x) shall be subject to restrictions on voluntary prepayments as contemplated under Section 7.12, (y) shall be subject to the Junior Lien Intercreditor Agreement and (z) shall not be subject to the second proviso in clause (b) above.

(c)Any Incremental Revolving Credit Commitment established hereunder shall have terms identical to the Revolving Credit Commitments existing on the Closing Date, it being understood that the Borrower and the Administrative Agent may make (without the consent of or notice to any other party) any amendment to reflect such increase in the Revolving Credit Commitments.

(d)Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.14 unless (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Event of Default shall exist and (ii) Holdings shall be in compliance with the covenants set forth in Sections 7.10(a) and (b) determined on a Pro Forma Basis as of the date of the most recently ended Test Period as if (x) in the case of any Incremental Term Loan, such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of Holdings for testing compliance therewith or (y) in the case any Incremental Revolving Credit Commitments, all Revolving Credit Loans available under the Revolving Credit Facility, including any such Incremental Revolving Credit Commitment, had been outstanding on the last day of such fiscal quarter of Holdings for testing compliance therewith.  The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment.  Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced thereby.  Any such deemed amendment may be memorialized in writing by the Administrative Agent with the applicable Borrower’s consent and furnished to the other parties hereto.

(e)The Incremental Amendment may, without the consent of any Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.  The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Credit Loans for any purpose not prohibited by this Agreement.  Incremental Term Loans and Incremental Revolving Credit Commitments may be made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or Incremental Revolving Credit Commitments) or by any other bank or other financial institution; provided that any bank or financial institution other than the existing Lenders providing Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and the Borrower.  No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees.

(f)This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.15.Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

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(a)fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to Section 2.09(a);

(b)the Commitment and Total Outstandings of such Defaulting Lender shall not be included in determining whether the Required Lenders, Required Revolving Lenders or Required Term B Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.01); provided, that (i) such Defaulting Lender’s Revolving Credit Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans or L/C Obligations may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent;

(c)if any Swing Line Obligations or L/C Obligations exist at the time such Lender becomes a Defaulting Lender then:

(i)all or any part of the Swing Line Obligations and L/C Obligations of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares thereof but only to the extent the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swing Line Obligations and L/C Obligations does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments;

(ii)if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three (3) Business Days following notice by the Administrative Agent (x) first, prepay such Swing Line Obligations and (y) second, cash collateralize for the benefit of each relevant L/C Issuer only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(g) for so long as such L/C Obligations are outstanding;

(iii)if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Obligations pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(i) with respect to such Defaulting Lender’s L/C Obligations during the period such Defaulting Lender’s L/C Obligations are cash collateralized;

(iv)if the L/C Obligations of the Non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.03(i) and Section 2.09(a) shall be adjusted in accordance with such Non-Defaulting Lenders’ Pro Rata Shares thereof; and

(v)if all or any portion of such Defaulting Lender’s L/C Obligations are neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any L/C Issuer or any other Lender hereunder, all letter of credit fees payable under Section 2.03(i) with respect to such Defaulting Lender’s L/C Obligations shall be payable to the relevant L/C Issuer until and to the extent that such L/C Obligations are reallocated and/or cash collateralized; and

(d)so long as such Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and no L/C Issuer shall be required to provide any L/C Credit Extension, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Obligations will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.15(c), and participating interests in any newly made Swing Line Loan or any L/C Credit Extension shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.15(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Swing Line Lender or any L/C Issuer has a good faith

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belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swing Line Lender shall not be required to fund any Swing Line Loan and no L/C Issuer shall be required to provide any new L/C Credit Extension, unless the Swing Line Lender or such L/C Issuer, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swing Line Lender or such L/C Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that each of the Administrative Agent, the Borrower, the Swing Line Lender and each L/C Issuer agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Obligations and L/C Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share thereof.

Section 2.16.Extensions of Loans and Commitments.

(a)Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term B Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date (other than any Initial Non-Extending Revolving Credit Commitments), in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term B Loans or Revolving Credit Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date for any Term B Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term B Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term B Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term B Loans) (each, an “Extension”, and each group of Term B Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term B Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term B Loans shall constitute a separate tranche of Term B Loans from the tranche of Term B Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

(i)no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension;

(ii)except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Letters of Credit and Swing Line Loans which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit and Swing Line Loans shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates;

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(iii)except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term B Loans of any Term B Lender (an “Extending Term B Lender”) extended pursuant to any Extension (“Extended Term B Loans”) shall have the same terms as the tranche of Term B Loans subject to such Extension Offer;

(iv)the final maturity date for any Extended Term B Loans shall be no earlier than the then latest Maturity Date for Term B Loans hereunder and the amortization schedule applicable to Term B Loans pursuant to Section 2.07(b) for periods prior to the applicable Maturity Date may not be increased;

(v)the Weighted Average Life to Maturity of any Extended Term B Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans extended thereby;

(vi)any Extended Term B Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer;

(vii)if the aggregate principal amount of applicable Term B Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which applicable Term B Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term B Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the applicable Term B Loans or Revolving Credit Loans, as the case may be, of the applicable Term B Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term B Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; and

(viii)all documentation in respect of such Extension shall be consistent with the foregoing,

(ix)the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall deliver to the Administrative Agent a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) the conditions set forth in Section 4.03 shall be satisfied (with all references in such Section to any credit event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a financial officer of the Borrower; and

(x)any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

(b)With respect to all Extensions consummated by the Borrower pursuant to this Section 2.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05 and (ii) the Extension Offer shall contain a condition to consummating the Extension that at least 50% of Term B Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered, unless another amount is agreed to by the Administrative Agent and the Required Lenders (a “Minimum Extension Condition”). The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term B Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16.

(c)The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to

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establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term B Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or subtranches, in each case on terms consistent with this Section 2.16.  Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(d)In connection with any Extension, the Borrower shall provide the Administrative Agent at least twenty one (21) days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16.

ARTICLE III.
Taxes, Increased Costs Protection and Illegality

Section 3.01.Taxes.

(a)Unless required by applicable Laws (as determined in good faith by the applicable withholding agent), any and all payments made by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without reduction or withholding for any Taxes.  If the Loan Party or the Administrative Agent shall be required by any Laws to withhold or deduct any Indemnified Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender (which term, for purposes of this Section 3.01, shall include any L/C Issuer), (i) the sum payable by such Loan Party shall be increased as necessary so that after all required deductions (including deductions applicable to additional sums payable under this Section 3.01) have been made, each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the relevant Loan Party is the applicable withholding agent, the relevant Loan Party shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence reasonably acceptable to such Agent or Lender.

(b)In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes, or charges or levies of the same character, imposed by any Governmental Authority, which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (the “Other Taxes”).  Notwithstanding anything to the contrary herein, the Borrower shall not be required to pay any such Taxes that are imposed as a result of a Lender’s voluntary assignment in such Lender’s interest in the Loan hereunder, but only to the extent such assignment-related Taxes are imposed as a result of such Lender’s current or former connection with the jurisdiction imposing such Taxes (other than any connections arising from such Lender having executed, delivered, enforced, become a party to, performed its obligations or received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, any Loan Document).

(c)Each of the Loan Parties agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes (including any additional Indemnified Taxes or Other Taxes attributable to such Indemnified Taxes or Other Taxes) paid by such Agent or such Lender, as the case may be (whether or not such Taxes are correctly or legally imposed or asserted) (a certificate as to the amount of such payment or liability delivered to the relevant Loan Party with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error) and (ii) any reasonable out-of-pocket expenses arising therefrom or with respect thereto, provided that (in the case of each of (i) and (ii)) such Agent or Lender, as the case may be, provides the relevant Loan Party with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts.  If the Borrower reasonably believes that such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the

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Administrative Agent and each Lender and L/C Issuer will use reasonable efforts to cooperate with Borrower for the Borrower to file for and obtain a refund of such Indemnified Taxes or Other Taxes so long as such efforts would not, in the sole determination of the Administrative Agent, such Lender, or such L/C Issuer, result in any unreimbursed costs, expenses or be otherwise disadvantageous to it.

(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to any Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by Law, or reasonably requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Loan Documents.  Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so.  Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower, the Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate.  Without limiting the foregoing:

(i)Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter as prescribed by applicable Law or upon the reasonable request of the Borrower or Administrative Agent) two properly completed and duly signed original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

(ii)Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(A)two (2) properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code and applicable Treasury Regulations,

(B)two (2) properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(C)in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit G to the effect that such Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (any such certificate a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN,

(D)to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a participation granted by a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-

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9, Form W-8IMY or any other required information from each beneficial owner, as applicable (provided that, if one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such beneficial owner), or

(E)two (2) properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents (which, for the avoidance of doubt, includes any documentation necessary to prevent withholding under the FATCA).

Each Lender shall deliver to the Borrower and the Administrative Agent two further original copies of any previously delivered form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or the Administrative Agent, or promptly notify the Borrower and the Administrative Agent that it is unable to do so.  Each Lender shall promptly notify the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent.  Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

(f)Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by the Borrower) if such a change or other measures would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(g)If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any Loan Party pursuant to this Section 3.01, it shall promptly remit such refund to the Loan Party, net of all out-of-pocket expenses (including any Taxes) incurred in obtaining such refund of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority.  This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any other person.

(h)For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall be treated as payments made by the applicable Loan Party.

(i)Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes or Other Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  The indemnity under this Section 3.01(i) shall be paid within ten (10) days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent.  Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

(j)For purposes of this Section 3.01, the term “Lender” shall include any L/C Issuer.

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Section 3.02.Illegality.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate or receive the benefit of a Guarantee from a Guarantor, or receive the benefit of security over the assets or shares of a Guarantor, or do business with a Guarantor, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans or with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), either, at the direction of the Lender, (i) agree that such Guarantor shall not become a Guarantor with respect to the Lender and /or agree that the Lender shall not receive the benefit of a Guarantee from a Guarantor, or receive the benefit of security over the assets or shares of such Guarantor, or do business with such Guarantor or (ii) prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05.  Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03.Inability to Determine Rates.

If the Administrative Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04.Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

(a)If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law (including any rules or regulations issued under or implementing any existing Law), in each case after the Closing Date or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans (or in the case of Taxes, any Loan) or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (which are covered by Section 3.01), or any Excluded Taxes or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Eurocurrency Rate Loan (or, in the case of Taxes, of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

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(b)If any Lender reasonably determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c)The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable Eurocurrency Rate Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five (5) decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender.  If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e)If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, will not be materially disadvantageous to such Lender and its Lending Office(s), and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

Section 3.05.Funding Losses.

Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrower on a day other than the last day of the Interest Period for such Loan; or

(b)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan of the Borrower on the date or in the amount notified by the Borrower;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

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Section 3.06.Matters Applicable to All Requests for Compensation.

(a)Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error.  In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b)With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.  If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c)If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i)to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii)all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d)If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Section 3.07.Replacement of Lenders Under Certain Circumstances.

(a)If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance; provided, however, that a Defaulting Lender shall be required to reimburse the Borrower in respect of such assignment fee upon the

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Borrower’s written demand) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable facility only in the case of clause (i) or, with respect to a Class vote, clause (iii).

(b)Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent.  Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.  In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(c)Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

(d)In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certain Class, the Required Lenders with respect to such Class) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

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Section 3.08.Survival.

All of the Borrower’s obligations under this Article III shall survive any assignment of rights by, or the replacement of, a Lender (including any L/C Issuer) and termination of the Aggregate Commitments and repayment, satisfaction and discharge of all other Obligations hereunder.

ARTICLE IV.
Conditions Precedent

Section 4.01.Conditions to Effectiveness of this Agreement.  The effectiveness of this Agreement is subject to prior or concurrent satisfaction of each of the following conditions:

(a)This Agreement shall have been duly executed and delivered by each of the Borrower, Holdings, each Guarantor, each Agent and each Lender, including each “Lender” under the Previous Credit Agreement immediately prior to the Closing Date.

(b)Each of the Corporate Co-Borrower and the LLC Co-Borrower shall have executed and delivered the Fee Letters and each such letter shall be in full force and effect, and all fees and other amounts required to be paid on the Closing Date shall have been paid.

(c)The Administrative Agent shall have received, on behalf of itself, the Lenders and each L/C Issuer, opinions of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, (ii) Reed Weitkamp Schell & Vice PLLC, (iii) Frost Brown Todd LLC, (iv) Kaye Scholer LLP and (v) K&L Gates LLP, special counsel for the Loan Parties, in each case dated the Closing Date and addressed to the Administrative Agent and the Lenders and in each case in form and substance satisfactory to the Administrative Agent.

(d)The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State or similar Governmental Authority of the jurisdiction of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary (or a director in lieu thereof) of each Loan Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and, in the case of Holdings, that the Guaranty hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director of Holdings executing the certificate pursuant to clause (ii) above.

(e)The U.S. Security Agreement and each Intellectual Property Security Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, and to the extent not previously delivered prior to the Closing Date in connection with the Previous Credit Agreement, together with (x) certificates, if any, representing the Equity Interests of the Borrower and any Restricted Subsidiary that is a Domestic Subsidiary and is directly owned by any Loan Party, accompanied by undated stock powers executed in blank and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement.

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(f)The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Joint Lead Arrangers, dated the Closing Date and signed by a Director or Responsible Officer of the Borrower, certifying that the Borrower is Solvent as of the Closing Date (after giving effect to the Transactions).

(g)The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Joint Lead Arrangers, dated the Closing Date and signed by a Director or Responsible Officer of the Borrower, certifying that (i) the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) no Default shall exist or would result from the transactions to occur on the Closing Date (including the proposed Credit Extension on such date and the application of the proceeds therefrom).

(h)The Initial Lenders shall have received the Audited Financial Statements and the Unaudited Financial Statements.

(i)The Initial Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrower and Holdings reasonably requested by the Initial Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; provided that the Initial Lenders shall use commercially reasonable efforts to ensure that such requests are delivered at least three (3) days prior to the Closing Date and are not unduly burdensome on any person unless required by applicable Law.

(j)The refinancing of all or a portion of the Onex Bridge, the Equity Contribution and the Acquisition shall occur simultaneously or shall have been consummated and the Holdings Capitalization and the Merger shall have been consummated substantially concurrently with the borrowing of Term B Loans.

(k)With respect to the Existing Senior Notes, all tendered Existing Senior Notes accepted for purchase shall have been purchased or steps shall have been made to purchase them and with respect to any untendered Existing Senior Notes that will remain outstanding following the Closing Date, the Borrower will have (i) if Existing Senior Notes representing a majority of the outstanding principal have been accepted for purchase, issued an irrevocable notice to redeem such Existing Senior Notes or (ii) if clause (i) does not apply, commenced steps to defease or discharge such Existing Senior Notes in each case pursuant to the terms of the indenture governing such Existing Senior Notes.

(l)The Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may have reasonably requested, including, without limitation, those documents set forth in Exhibit N hereto.

Section 4.02.[Reserved].

Section 4.03.Conditions to All Credit Events.

The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to satisfaction of the following conditions precedent:

(a)The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

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(b)           No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c)           The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.
Representations and Warranties

Each Loan Party represents and warrants to the Agents and the Lenders at the time of each Credit Extension that:

Section 5.01.        Existence, Qualification and Power; Compliance with Laws.

Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all applicable Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in the case of clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02.        Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(ii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03.        Governmental Authorization; Other Consents.

Except as disclosed in Schedule 5.03, no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof), except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken,

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given or made and are in full force and effect (except to the extent not required to obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04.        Binding Effect.

This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto.  This Agreement and each other Loan Document constitute legal, valid and binding obligations of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and the implied covenant of good faith and fair dealing, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries.

Section 5.05.        Financial Statements; No Material Adverse Effect.

(a)           The Audited Financial Statements fairly present in all material respects the consolidated financial condition of the Acquired Business as of the dates thereof and its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(b)           The Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Acquired Business as of the dates thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject to normal year-end audit adjustments and the absence of footnotes.

(c)           The forecasts of income statements of the Acquired Business which have been furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

(d)           Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06.        Litigation.

Except as disclosed in Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07.        No Default.

Neither Holdings nor any of its Restricted Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Section 5.08.        Ownership of Property; Liens.

(a)           Holdings and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  The property of Holdings and each of its Restricted Subsidiaries, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of Holdings and the Restricted Subsidiaries as presently conducted.

(b)           Schedule 5.08 contains a true and complete list of each Material Real Property owned or leased by Holdings and its Subsidiaries as of the Closing Date.

(c)           As of the Closing Date, except as otherwise disclosed to the Administrative Agent, (i) no Responsible Officer of any Loan Party has received any notice of, nor has any knowledge of, the occurrence (and still pending as of the Closing Date) or pendency or contemplation of any Casualty Event affecting all or any portion of a property, and (ii) no Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 6.07.

Section 5.09.        Environmental Matters.

Except as specifically disclosed in Schedule 5.09 or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a)           each Loan Party, its operations and its properties are and have been in compliance with all Environmental Laws, which includes obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business and operations of the Loan Parties;

(b)           the Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental Laws and none of the Loan Parties nor any of their properties is the subject of any claims, investigations, liens, demands or judicial, administrative or arbitral proceedings pending or, to the knowledge of any Responsible Officer of the Borrower, threatened under any Environmental Law or to revoke or modify any Environmental Permit held by any of the Loan Parties;

(c)           there has been no Release or threat of Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any of the Loan Parties, or, to the knowledge of any Responsible Officer of the Borrower, any property formerly owned, operated or leased by any Loan Party or arising out of the conduct of the Loan Parties that could reasonably be expected to require investigation, response or corrective action, or could reasonably be expected to result in the Borrower incurring liability, under Environmental Laws;

(d)           there are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or any property owned, leased or operated by any of the Loan Parties or, to the knowledge of any Responsible Officer of the Borrower, any property formerly owned, operated or leased by the Loan Parties or any of their predecessors in interest that could reasonably be expected to require investigation, response or corrective action, or could reasonably be expected to result in any of the Loan Parties incurring liability, under Environmental Laws; and

(e)           no Loan Party is conducting or paying for in whole or in part any investigation, response or other corrective action under any Environmental Law at any location, nor is any of them

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subject or a party to any order, judgment, decree, agreement or contract which imposes an obligation or liability under any Environmental Law.

Section 5.10.        Taxes.

Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each of the Loan Parties and their Subsidiaries have filed all tax returns required to be filed, and have paid all Taxes levied or imposed upon them or their properties, that are due and payable (including in their capacity as a withholding agent) and taking into account applicable extensions and (ii) there is no proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties.

Section 5.11.        ERISA Compliance.

(a)           Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Employee Benefit Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws (except with respect to any Multiemployer Plan, such representation is deemed made only to the knowledge of any Responsible Officer of the Borrower).

(b)           (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c)           Except where noncompliance would not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and neither any Loan Party nor any Restricted Subsidiary have incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Section 5.12.        Subsidiaries; Equity Interests.

As of the Closing Date (after giving effect to any part of the Transactions that is consummated on or prior to the Closing Date), Holdings has no material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by Holdings and its Subsidiaries in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by Holdings and its Subsidiaries in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01.  As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary that is or is required to become a Loan Party and (b) sets forth the ownership interest of the Borrower and any other Subsidiary thereof in each Subsidiary, including the percentage of such ownership.

Section 5.13.        Margin Regulations; Investment Company Act.

(a)           None of Holdings or the Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

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(b)           None of Holdings, the Borrower, or any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14.        Disclosure.

To the best of such Loan Party’s knowledge, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading.  With respect to projected financial information and pro forma financial information, each Loan Party represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.15.        Labor Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labor disputes against Holdings or any of its Restricted Subsidiaries pending or, to the knowledge of any Responsible Officer of any Loan Party, threatened and (b) hours worked by and payment made to employees of Holdings or any of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters.

Section 5.16.        Intellectual Property; Licenses, Etc.

Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of any Responsible Officer of Holdings and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  To the Loan Parties’ knowledge, no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.  No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of any Responsible Officer of any Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed on Exhibit B to the U.S. Security Agreement and on the schedules to the Intellectual Property Security Agreements are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Section 5.17.        Solvency.

On the Closing Date after giving effect to the Transactions, Holdings and its Restricted Subsidiaries, on a consolidated basis, are Solvent.

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Section 5.18.        Security Documents.

(a)           Valid Liens.  Each Collateral Document delivered pursuant to Sections 4.01 (including as amended and restated on the Closing Date), 6.11 and 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Exhibit A to the U.S. Security Agreement (or, in the case of any actions taken after the date hereof in accordance with the provisions of Section 6.11 and 6.13, in the offices specified to the Administrative Agent at such time), (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the U.S. Security Agreement) and (iii) upon the taking of any other actions required for perfection of liens created under any Collateral Documents, the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby) all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or other such actions, in each case subject to no Liens other than Liens permitted hereunder.

(b)           PTO Filing; Copyright Office Filing.  When the U.S. Security Agreement, an Intellectual Property Security Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office the Liens created by such U.S. Security Agreement and Intellectual Property Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the U.S. Security Agreement or Intellectual Property Security Agreement, as the case may be) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such U.S. Security Agreement or Intellectual Property Security Agreement, as the case may be) registered or applied for with the United States Copyright Office, as the case may be, in each case free and clear of Liens other than Liens permitted under Section 7.01 hereof (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on registered Patents, Trademarks and Copyrights registered or applied for by the grantors thereof after the Closing Date).

(c)           Mortgages.  Upon recording thereof in the appropriate recording office (including as previously recorded as required by the Previous Credit Agreement), each Mortgage is effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on Exhibit C to the U.S. Security Agreement (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.13), the Mortgages shall constitute fully perfected first-priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by hereunder.

Section 5.19.        Anti-Terrorism Laws.

(a)           [Reserved].

(b)           No Loan Party, none of its Subsidiaries and, to the knowledge of any Responsible Officer of any Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate that is acting or benefiting in any capacity in connection with the Loans is an Embargoed Person.

(c)           No Loan Party, none of its Subsidiaries and, to the knowledge of any Responsible Officer of any Loan Party, none of its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate acting or benefiting in any capacity in connection with the Loans

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(i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Section 5.20.        Survival of Representations and Warranties, Etc.  All representations and warranties set forth in this Article V and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement.  All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date (or such other date required hereunder) and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VI.
Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then, from and after the Closing Date (except as otherwise specified in this Article VI), Holdings shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries to:

Section 6.01.        Financial Statements.

(a)           From and after the Closing Date, deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within ninety (90) days after the end of each fiscal year, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)           From and after the Closing Date, deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c)           From and after the Closing Date, deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year on a quarterly basis (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material

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underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; and

(d)           Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of Holdings, (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form l0-K or 10-Q, as applicable, filed with the SEC, (C) the applicable financial statements of the Corporate Co-Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereof that is a Subsidiary of Holdings) or (D) the Corporate Co-Borrower’s (or any direct or indirect parent thereof that is a Subsidiary of Holdings), as applicable, Form l0-K or 10-Q, as applicable, filed with the SEC; provided that, (x) with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualifications or exception as to the scope of such audit and (y) with respect to clauses (C) and (D), (i) such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Corporate Co-Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualifications or exception as to the scope of such audit.

Documents required to be delivered pursuant to Section 6.01, Section 6.02 and Section 6.03 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or Holdings or any other direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that:  (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.  In the event any financial statements delivered under Section 6.01(a) or (b) above shall be restated, Holdings and the Borrower shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Responsible Officer of each of Holdings and the Borrower.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Bookrunners will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on

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IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, 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 Persons’ securities.  The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Bookrunners, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Joint Bookrunner shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”  Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.”

Section 6.02.        Certificates; Other Information.

Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a)           no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings;

(b)           no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default or, if any Event of Default shall exist, stating the nature and status of such event;

(c)           promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d)           promptly after the furnishing thereof, copies of any material requests or material notices relating to any defaults or prepayments received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the Senior Notes Documentation or any Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02;

(e)           together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) a report setting forth the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party or confirming that there has been no change in such information since the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of Holdings that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such

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Compliance Certificate (to the extent that there have been any changes in the identity of such Subsidiaries since the Closing Date or the most recent list provided); and

(f)            promptly, such additional customary information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Section 6.03.        Notices.

Promptly after a Responsible Officer of the Borrower or any Guarantor has obtained knowledge thereof and to the extent not prohibited by Law, notify the Administrative Agent:

(a)           of the occurrence of any Default;

(b)           of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c)           of the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity including with respect to any Environmental Law which could reasonably be expected to result in a Material Adverse Effect; and

(d)           the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Holdings (x) that such notice is being delivered pursuant to Section 6.03(a), (b), (c) or (d) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action Holdings has taken and proposes to take with respect thereto.

Section 6.04.        Payment of Obligations.

Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all lawful claims that have become due and payable and have become or would reasonably be expected to become a lien upon its property and all Taxes imposed upon it or its properties or assets (whether or not shown on a Tax return), except, in each case, to the extent the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.05.        Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in the case of (a) or (b), (i) (other than with respect to the Borrower) to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

Section 6.06.        Maintenance of Properties.

Except if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) maintain, preserve and protect all of its tangible material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted, and (b) make all necessary renewals, replacements,

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modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business.

Section 6.07.        Maintenance of Insurance.

(a)           Generally.  Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons similarly situated, of such types and in such amounts (after giving effect to any self-insurance, in each case, as Holdings believes (in the good faith judgment of management of Holdings) reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

(b)           Requirements of Insurance.  (i) All such insurance with respect to any Collateral shall provide that no cancellation thereof shall be effective until at least ten (10) days (or, to the extent reasonably available, thirty (30) days) after receipt by the Administrative Agent of written notice thereof and (ii) all insurance with respect to any Collateral shall name the Administrative Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) and loss payee (in the case of property insurance), as applicable.

(c)           Flood Insurance.  If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent.

Section 6.08.        Compliance with Laws.

Comply in all material respects with the requirements of all applicable Laws (including, without limitation, ERISA and Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.09.        Books and Records.

Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business of Holdings or a Restricted Subsidiary, as the case may be (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles that are applicable in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Section 6.10.        Inspection Rights.

Permit representatives of the Administrative Agent and each Lender (in coordination with the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than records of the board of directors of such Loan Party or such Subsidiary), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures) all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent under clause (a) of this Section 6.10 and the Administrative Agent

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shall not exercise such rights more often than one (1) time during any calendar year and such exercise shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender in coordination with the Administrative Agent (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice.  The Administrative Agent shall give Holdings the opportunity to participate in any discussions with Holdings’ independent public accountants.  Notwithstanding anything to the contrary in this Section 6.10, none of Holdings nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product.

Section 6.11.        Additional Collateral; Additional Guarantors.

At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a)           Upon (w) the formation or acquisition of any new direct or indirect Subsidiary (in each case, other than an Excluded Subsidiary and except as otherwise provided in Section 6.13 or the proviso to Section 7.02(t)) by Holdings, (x) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary, (y) based on the most recent financial statements delivered pursuant to Section 6.01(a) or (b), any Foreign Subsidiary that is a Restricted Subsidiary of Holdings and is directly owned by any Loan Party becoming recharacterized as a Material Foreign Subsidiary, or (z) or the designation in accordance with Section 6.14 of any existing direct or indirect Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary:

(i)            promptly, and in any event within sixty (60) days after such formation, acquisition, cessation, recharacterization or designation, or such longer period as the Administrative Agent may agree in writing in its sole discretion:

(A)          cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a Credit Agreement Supplement, U.S. Security Agreement Supplements, Mortgages, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to such Mortgages, the documents listed in the Collateral and Guarantee Requirement, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent, subject to local or foreign law requirements, with the Mortgages, U.S. Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date or the Post-Closing Collateral Date, as the case may be), in each case granting perfected first-priority Liens (subject to Liens permitted by this Agreement) to the extent required by the Collateral and Guarantee Requirement;

(B)           deliver and cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes with a principal amount in excess of $1,000,000 (to the extent certificated provided that the aggregate value of all intercompany notes held by a Loan Party that have not been delivered to the Administrative Agent shall not exceed $5,000,000) held by it accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;

(C)           take and cause such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Subsidiary to take whatever action (including the recording of Mortgages and Mortgage Instruments the filing of UCC financing statements and delivery of stock and

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membership interest certificates or any action required by Applicable Law) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement or the Collateral Documents, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement or the Collateral Documents; and

(D)          in the case of the formation, acquisition or recharacterization of a Foreign Subsidiary that is a Restricted Subsidiary of Holdings and is directly owned by any Loan Party into a Material Foreign Subsidiary, if the Administrative Agent so requests, deliver and/or cause any Subsidiary that is the immediate parent of such Material Foreign Subsidiary to deliver, Foreign Law Collateral Documents in order to create a perfected first-priority security interest in all of Equity Interests of such Material Foreign Subsidiary to the extent required by the Collateral and Guarantee Requirement.

(ii)           if the Administrative Agent so requests, deliver to the Administrative Agent (x) supporting and authorizing documents of the type described in Section 4.01(d) and (y) a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request;

(iii)          as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each Material Real Property, any Mortgage Instruments, (A) abstracts, Phase I environmental reports, Phase II environmental reports or any other type of non-privileged environmental assessment reports, to the extent reasonably available and in the possession or control of any Loan Party and (B) a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a); provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than Holdings or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and

(iv)          if reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement or the Collateral Documents, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below.

(b)           Not later than ninety (90) days after the acquisition by any Loan Party of Material Real Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in writing in its sole discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a perfected first-priority Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

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(c)           Always ensuring that the Obligations are secured by a perfected first-priority security interest in all the Equity Interests of the Borrower, subject to any Liens permitted under Section 7.01.

(d)           Notwithstanding anything to the contrary contained herein, the provisions of this Section 6.11 need not be satisfied with respect to any property or assets as provided in the Collateral and Guarantee Requirement.

Section 6.12.        Compliance with Environmental Laws.

Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all commercially reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and ownership, use or occupation of its properties; and, in each case to the extent the Loan Parties are at any time required by Environmental Laws, conduct any investigation, remedial or other corrective action necessary to address Hazardous Materials at any property or facility owned, leased or operated by any Loan Party at such time in accordance with applicable Environmental Laws.

Section 6.13.        Further Assurances.

Promptly upon reasonable request by the Administrative Agent, and subject to the limitations described in Section 6.11 and the Collateral and Guarantee Requirement, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents.  If the Administrative Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Section 6.14.        Designation of Subsidiaries.

The Borrower may, at any time after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings shall be in compliance with the covenants set forth in Section 7.10(a) and (b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of Holdings and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 6.14 more than one time prior to the Designation Date and (v) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed $25,000,000 as of such Designation Date pro forma for such designation.  The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on

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any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary.  Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Section 6.15.        [Reserved].

Section 6.16.        Use of Proceeds.

Use the proceeds of the Term Loans made on the Closing Date solely to wholly or partially repay the Onex Bridge, to repay the Existing Senior Notes, to fund a portion of the Acquisition and to pay Transaction Expenses and for other purposes contemplated by, or otherwise fund, the Transactions.  The proceeds of the Revolving Credit Loans and Swing Line Loans shall be used to pay Transaction Expenses or to otherwise fund the Transactions on the Closing Date, for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions and other Investments; provided, that for the avoidance of doubt, no portion of the Revolving Credit Loans shall be used to repay the Onex Bridge.  The Letters of Credit shall be used solely to support obligations of Holdings and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement.

ARTICLE VII.
Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claims has been made) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date:

Section 7.01.        Liens.

None of Holdings, the Borrower or the Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)           Liens pursuant to any Loan Document, including in respect of any Cash Management Obligations and Secured Hedge Agreements;

(b)           Liens existing on the Closing Date; provided that any contemplated Lien or Lien securing Indebtedness in excess of $10,000,000 in the aggregate shall only be permitted to the extent such Lien is listed on Schedule 7.01(b), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property beyond such property subject to a Lien on the Closing Date other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;

(c)           Liens for Taxes, assessments or other governmental charges (i) that are not at the time delinquent or thereafter can be paid without penalty, (ii) that are being contested in good faith and by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien for which adequate reserves are being maintained to the extent required by GAAP or (iii) for property taxes on property that Holdings or one of its Restricted Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge or claim is to such property;

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(d)           Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against Holdings or any of its Restricted Subsidiaries with respect to Holdings or any of its Restricted Subsidiaries shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP);

(e)           pledges or deposits in the ordinary course of business under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which Holdings or any of its Restricted Subsidiaries is a party, or deposits to secure public or statutory obligations of Holdings or any of its Restricted Subsidiaries or deposits of cash or Government Obligations to secure surety or appeal bonds to which Holdings or any of its Restricted Subsidiaries is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(f)            Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(g)           minor survey exceptions, minor encumbrances, easements, reservations of, or rights of others for, licenses, rights-of-way, encroachments, protrusions, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning and other restrictions as to the use of real properties or Liens incidental to the conduct other business of Holdings or its Restricted Subsidiaries or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially affect the value of said properties or materially impair their use in the operation of the business of Holdings or its Restricted Subsidiaries, as applicable;

(h)           judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made;

(i)            licenses, sublicenses, leases or subleases of real property which do not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries;

(j)            Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(k)           Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;

(l)            Liens (i) on cash advances or earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment, and (ii) consisting of an agreement to Dispose of any property in a

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Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m)          Liens (i) in favor of Holdings or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party or (ii) in favor of Holdings or any other Loan Party;

(n)           any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses (including software and other technology licenses) entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(o)           Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(p)           Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02;

(q)           Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(r)            Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created prior to or within eighteen (18) months of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits;

(s)           Liens incurred by a Restricted Subsidiary that is not a Loan Party securing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted under Section 7.03;

(t)            Liens on assets, property or shares of stock at the time of its acquisition or of a Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case other than the Acquired Business and after the Closing Date (including Capitalized Leases); provided that (i) such Liens are not created or incurred in connection with, or in contemplation of, such acquisition or such other Person becoming a Restricted Subsidiary, (ii) such Liens do not extend to any other property owned by Holdings or the Restricted Subsidiaries and (iii) (a) the obligations secured thereby do not exceed $30,000,000 at any time outstanding plus the Credit Increase Amount and (b) the Indebtedness secured thereby is permitted under Section 7.03(g);

(u)           (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(v)           Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Holdings and its Restricted Subsidiaries in the ordinary course of business;

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(w)          deposits made in the ordinary course of business to secure liability to insurance carriers and Liens in respect of the financing of insurance premiums;

(x)            Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (b), (m), (r), (s), (t), (y), (cc) and (gg) of this Section 7.01; provided, however, that (x) such new Lien shall (A) be limited to all or part of the same property that secured the original Lien (plus improvements on such property), (B) have no more senior priority or greater rights than the original Lien and (C) comply with any Junior Lien Intercreditor Agreement or other intercreditor or subordination agreement governing the original Lien, and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (b), (m), (r), (s), (t), (y), (cc) and (gg) of this Section 7.01 at the time the original Lien became a Lien permitted under Section 7.01, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(y)           other Liens (which may be Liens on the Collateral so long as any such Liens securing Indebtedness for money borrowed in excess of $25,000,000 in the aggregate (i) are junior to the Liens securing the Obligations and (ii) any such obligations secured by a junior Lien on the Collateral shall be expressly subject to the Junior Lien Intercreditor Agreement) in an amount not to exceed, at the time when incurred, the maximum amount of Indebtedness such that the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended) would not be greater than 3.00:1.00;

(z)            Liens on any Corporate Co-Borrower Margin Stock;

(aa)         Liens on the Equity Interests of Unrestricted Subsidiaries;

(bb)         [Reserved];

(cc)         Liens securing Secured Hedge Agreements so long as the related Indebtedness is, and is permitted to be under Section 7.03, secured by a Lien on the same property securing such Secured Hedge Agreement;

(dd)         Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of Holdings and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business;

(ee)         Liens on receivables and related assets (including proceeds thereof) which are being sold pursuant to factoring arrangements permitted under Section 7.05(s);

(ff)           Liens arising in the ordinary course of business (and not in favor of any third-party lender) on Health Care Receivables in connection with Medicare or Medicaid anti-assignment provisions;

(gg)         Liens in connection with Sale/Leaseback Transactions permitted under Section 7.14; and

(hh)         Liens securing other obligations to the extent not otherwise permitted hereunder in an aggregate amount not in excess of $10,000,000 at any time outstanding.

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Section 7.02.        Investments.

None of Holdings, the Borrower or the Restricted Subsidiaries shall make any Investments, except:

(a)           Investments by Holdings or any of its Restricted Subsidiaries in Cash Equivalents or that were Cash Equivalents when made;

(b)           loans or advances to officers, directors and employees of Holdings and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof (provided that the amount of such loans and advances, to the extent made in case, shall be contributed to Holdings in cash as equity (other than Disqualified Equity Interests)) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $2,500,000;

(c)           Investments (i) by Holdings or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party, (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party or in any joint venture, to the extent the aggregate amount of all Investments made pursuant to this clause (iii) does not exceed $50,000,000 in the aggregate at any time outstanding, and (iv) by Loan Parties in any Restricted Subsidiary that is not a Loan Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in all of the proceeds of the initial Investment being invested in one or more Loan Parties;

(d)           Investments (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received or acquired (A) in exchange for any other Investment or accounts receivable in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(e)           Investments (i) existing on, or made pursuant to legally binding written commitments in existence on, the Closing Date and set forth on Schedule 7.02(e) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by Holdings or any Restricted Subsidiary in Holdings or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any original Investment under this clause (e) is not increased except by the terms of such Investment as of the Closing Date or as otherwise permitted by Section 7.02;

(f)            Investments to the extent constituting Indebtedness permitted under Section 7.03;

(g)           Investments resulting from the receipt of non-cash consideration received in connection with Dispositions permitted by Section 7.05;

(h)           any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto:  (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom (other than in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom); (ii) Holdings and

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its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants in Section 7.10(a) and (b) after giving effect to such acquisition or investment and any related transactions; (iii) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (iv) to the extent required by Section 6.11, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted Subsidiary (it being understood that the acquisition of an Unrestricted Subsidiary as part of a Permitted Acquisition shall be deemed to be an Investment made in reliance on a provision of this Section 7.02 other than this clause (h) and shall be subject to Section 6.14) shall become a Guarantor, in each case, in accordance with Section 6.11, and (v) without limiting the application of other exceptions set forth in this Section 7.02, including Section 7.02(l), the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall not exceed $25,000,000 (any such acquisition, a “Permitted Acquisition”) (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts, in an amount not to exceed the amount of the original Investment at the time such Investment was made);

(i)            Investments made in connection with the Transactions;

(j)            Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(k)           loans and advances to Holdings and any other direct or indirect parent of Holdings, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments permitted to be made to such parent in accordance with Section 7.06(e), (f), (g) or (h);

(l)            other Investments (including in connection with Permitted Acquisitions as contemplated pursuant to Sections 7.02(h)(v)) in an aggregate amount outstanding pursuant to this clause (l) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) at any time not to exceed (x) $50,000,000 (net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts, in an amount not to exceed the amount of the original Investment at the time such Investment was made) plus (y) if the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Investment had been made on the last day of such four quarter period, is less than or equal to 3.50:1.00, the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied;

(m)          advances of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(n)           (i) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business and (ii) Investments the payment for which consists of Equity Interests of Holdings (other than Disqualified Equity Interests) or any direct or indirect parent of Holdings;

(o)           Investments of a Restricted Subsidiary acquired in accordance with another clause of this Section 7.02 after the Closing Date or of an entity merged into or otherwise consolidated with a

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Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(p)           Investments made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary contemplated pursuant to Section 7.02(l) or permitted under Section 7.02(h)(v);

(q)           Guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations of Holdings or any Restricted Subsidiaries that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(r)            any Investment (i) deemed to exist as a result of a Subsidiary of Holdings that is not a Loan Party distributing a note or other intercompany debt to a parent of such Subsidiary that is a Loan Party (to the extent there is no cash consideration or services rendered for such note) and (ii) consisting of intercompany current liabilities in connection with the cash management, tax and accounting operations of Holdings and its Subsidiaries;

(s)           Investments consisting of dividends permitted under Section 7.06;

(t)            Restricted Subsidiaries of Holdings may be established or created if Holdings and such Subsidiary comply, if required by the Collateral and Guarantee Requirement, with the applicable provisions of the Collateral and Guarantee Requirement; provided that, in each case, to the extent such new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by this Section 7.02, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transactions, such new Subsidiary shall not be required to take the actions set forth in the Collateral and Guarantee Requirement, as applicable, until the respective acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply);

(u)           the forgiveness or conversion to equity of any Indebtedness permitted by Section 7.03;

(v)           Investments in connection with Sale/Leaseback Transactions permitted under Section 7.14;

(w)          the contemplated Investments described on Schedule 7.02(w);

(x)            the creation of, and holding of, any Subsidiary (including the acquisition of operations from another Subsidiary, but subject to permissibility under another clause of this Section 7.02 and Section 7.05) or the commencement of new operations; provided in each case that such Subsidiary comply, if required by the Collateral and Guarantee Requirement, with the Collateral and Guarantee Requirement; and

(y)           other Investments (other than Permitted Acquisitions) to the extent not otherwise permitted hereunder in an aggregate principal amount not in excess of $5,000,000 at any time outstanding.

Section 7.03.        Indebtedness.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall create, incur or assume any Indebtedness, except:

(a)           Indebtedness under the Loan Documents;

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(b)           Indebtedness (i) outstanding on the Closing Date (provided that with respect to any Indebtedness in excess of $15,000,000 in the aggregate, such Indebtedness will only be permitted under this Section 7.03(b) if listed on Schedule 7.03(b)) and, other than with respect to the Existing Senior Notes described on Schedule 7.03(b), any Permitted Refinancing thereof and (ii) of Holdings to any Subsidiary of Holdings and of any Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings; provided that, other than in the case of intercompany current liabilities incurred in the ordinary course of business in connection with cash management, tax and accounting operations of Holdings and its Subsidiaries, (x) Indebtedness of any Subsidiary of Holdings that is not a Loan Party owing to a Loan Party shall be (A) subject to Section 7.02 and (B) subject to the subordination provisions of the U.S. Security Agreement and (y) any Indebtedness of any Loan Party to a Subsidiary of Holdings that is not a Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(c)           Guarantees by Holdings and any Restricted Subsidiary in respect of Indebtedness of Holdings or any Restricted Subsidiary of Holdings otherwise permitted hereunder; provided that (A) no Guarantee of the Senior Notes or any Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d)           Indebtedness of Holdings or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that no such Indebtedness shall be evidenced by a promissory note unless such note is pledged as Collateral to secure the Obligations;

(e)           (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of the assets or the Capital Stock of any Person owning such assets) by Holdings or any Restricted Subsidiary prior to or within eighteen (18) months after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed $25,000,000 (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(n) and (iii) any Permitted Refinancing of any of the foregoing;

(f)            Indebtedness in respect of Swap Contracts that are incurred in the ordinary course of business (and not for speculative purposes):  (A) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted to be incurred under Section 7.03; (B) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (C) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

(g)           (i) Indebtedness assumed in connection with any Permitted Acquisition; provided, that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided further that the aggregate amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties under this Section 7.03(g), together with Indebtedness incurred under Section 7.03(u) below, shall not exceed $50,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof;

(h)           Indebtedness representing deferred compensation to employees of Holdings or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(i)            Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent of Holdings permitted by Section 7.06;

(j)            Indebtedness incurred by Holdings or any of its Restricted Subsidiaries arising from agreements providing for indemnification, earn outs, adjustment of purchase price or similar obligations, in each case, incurred in connection with a Permitted Acquisition, any other Investment expressly permitted hereunder or

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any Disposition, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(k)           Indebtedness consisting of obligations of Holdings or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(l)            (A) Cash Management Obligations and other Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements or (B) Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(m)          Indebtedness of any Loan Party, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed $25,000,000;

(n)           Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(o)           Indebtedness incurred by Holdings or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit, such obligations are reimbursed within thirty (30) days following such drawing;

(p)           obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion and performance guarantees provided by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(q)           the contemplated Indebtedness described on Schedule 7.03(q);

(r)            Indebtedness supported by a Letter of Credit or bank guarantee, in a principal amount not in excess of the stated amount of such Letter of Credit or bank guarantee;

(s)           Indebtedness incurred by any Restricted Subsidiaries that are not Loan Parties to third parties other than Holdings or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any time outstanding and any Permitted Refinancing thereof;

(t)            Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees or (ii) otherwise constituting Investments permitted by Section 7.02(q);

(u)           (i) Indebtedness incurred to finance any Investment permitted under Section 7.02 in an aggregate amount not to exceed, together with Indebtedness incurred under the second proviso to Section 7.03(g) above, $50,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof;

(v)           (i) Unsecured Indebtedness (other than Disqualified Equity Interests) incurred by any Loan Party; provided that (i) the Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), is less than or equal to 3.25 to 1.00 and (ii) the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if the

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incurrence of such Indebtedness had been made on the last day of such four quarter period, is less than or equal to 0.25 times lower than the Total Leverage Ratio for the applicable Test Period set forth in Section 7.10(a) (i.e. if the required ratio in Section 7.10(a) is 4.25 to 1.0, the condition to the incurrence of Indebtedness under this clause (v)(ii) shall be 4.00 to 1.0) and (ii) any Permitted Refinancing thereof;

(w)          Indebtedness under the Initial Senior Notes (and any Swap Contracts entered into in connection therewith) and any Permitted Refinancing thereof;

(x)            unsecured Indebtedness in the form of seller financing, deferred purchase price, post-closing obligations in connection with Permitted Acquisitions, contingent liabilities in respect of any indemnification obligations, earn-outs or the adjustment of the purchase price of similar arrangements;

(y)           Indebtedness incurred in connection with Sale/Leaseback Transactions permitted under Section 7.14; and

(z)            all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (y) above.

For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (y) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will at all times be deemed to be outstanding in reliance only on the exception in clause (a) of Section 7.03.

Section 7.04.        Fundamental Changes.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except that:

(a)           any Restricted Subsidiary may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in the United States); provided that the Borrower shall be the continuing or surviving Person, (ii) Holdings or (iii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person, except in connection with an Investment or Disposition otherwise permitted hereunder;

(b)           (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party, (ii) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and the Borrower reasonably determines that such action is not materially disadvantageous to the Lenders or (iii) Holdings or any Subsidiary may change its legal form if (x) the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and the Borrower reasonably determines that such action is not materially disadvantageous to the Lenders (it being understood that a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder) and (y) (1) such change in legal form will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral or (2) the Borrower has taken such steps (with the cooperation of the Borrower and the applicable Subsidiary, to the extent necessary or advisable) as are reasonably necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent’s security in interest in the Collateral;

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(c)           any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings, the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

(d)           so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a reaffirmation of the U.S. Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) the Administrative Agent shall have either (x) determined that such merger or consolidation will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (y) taken such steps (with the cooperation of the Borrower or the Successor Company, as the case may be, to the extent necessary or advisable) as are reasonably necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent’s security interest in the Collateral and (G) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e)           so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary (other than the Borrower) may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;

(f)            Holdings and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and

(g)           so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Section 7.05.        Dispositions.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall make any Disposition, except:

(a)           (i) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business

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of property no longer used or useful in the conduct of the business of Holdings or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries outside the ordinary course of business;

(b)           Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business;

(c)           Dispositions of property to Holdings or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(d)           Dispositions made on the Closing Date to consummate the Transactions;

(e)           Dispositions of Cash Equivalents;

(f)            leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual property rights), in each case in the ordinary course of business and which do not materially interfere with the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(g)           transfers of property subject to Casualty Events;

(h)           Dispositions of property not otherwise permitted under this Section 7.05 in an aggregate amount during the term of this Agreement not to exceed the greater of $125,000,000 and 15% of Total Assets as of the Closing Date; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition; (ii) other than with respect to any Dispositions pursuant to this clause (h) in an aggregate amount during the term of this Agreement not to exceed $50,000,000, the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Disposition had been made on the last day of such four quarter period shall be no greater than the Total Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended) and (iii) with respect to any Disposition pursuant to this clause (h) for a purchase price in excess of $10,000,000, Holdings or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (f), (k), (l)(i), (p), (q)(i) and (ii), and (dd)); provided, however, that for the purposes of this clause (h)(ii), the following shall be deemed to be cash:  (A) any liabilities (as shown on Holdings’ or the applicable Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities received by Holdings or the applicable Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred eighty (180) days following the closing of the applicable Disposition;

(i)            Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by Holdings or any Restricted Subsidiary from Persons other than Loan Parties upon foreclosure on a Lien;

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(j)            any exchange of assets for assets or services (other than current assets) related to a similar business of comparable or greater market value or usefulness to the business of Holdings and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower;

(k)           Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(l)            the unwinding of any Swap Contracts;

(m)          Dispositions of any Equity Interests or interests in any joint venture entity not constituting a Subsidiary in accordance with the applicable joint venture agreement or arrangement relating thereto;

(n)           any Disposition of assets in connection with a Sale/Leaseback Transaction permitted by Section 7.14;

(o)           the Disposition of any Unrestricted Subsidiary;

(p)           transactions permitted by Section 7.02, 7.04 and 7.06;

(q)           any Disposition of any asset between or among Holdings and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 7.05;

(r)            any of the transactions described on Schedule 7.05;

(s)           the sale (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business; and

(t)            any Disposition of Corporate Co-Borrower Margin Stock.

provided that any Disposition of any property pursuant to Section 7.05(h) shall be for no less than the fair market value of such property at the time of such Disposition.  To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing upon request of any Loan Party in accordance with Section 9.08.

Section 7.06.        Restricted Payments.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall declare or make any Restricted Payment, except:

(a)           each Restricted Subsidiary may make Restricted Payments to Holdings and its Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b)           Holdings and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c)           Restricted Payments made (i) on the Closing Date to consummate the Transactions and (ii) in order to satisfy indemnity and other similar obligations under the Acquisition Agreement;

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(d)           repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary of Holdings deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(e)           the repurchase, retirement or other acquisition (or dividends to Holdings or any direct or indirect parent of Holdings to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Borrower or Holdings or any direct or indirect parent of Holdings held by any future, present or former employee, director or consultant of the Borrower or Holdings or any direct or indirect parent of Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (e) do not exceed (i) $5,000,000 in any calendar year or (ii) subsequent to the consummation of an underwritten Qualified IPO of Holdings or any direct or indirect parent thereof, as the case may be, $5,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject, subsequent to the consummation of a Qualified IPO of Holdings or any direct or indirect parent thereof, to a maximum of $10,000,000 in the aggregate in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(i)            the Net Proceeds receivedby Holdings or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent of Holdings (to the extent contributed to Holdings) to members of management, directors or consultants of Holdings, any of its Restricted Subsidiaries or any other direct or indirect parent of Holdings that occurs after the Closing Date; plus

(ii)           the Net Proceeds of key man life insurance policies received by Holdings or any other direct or indirect parent of Holdings (to the extent contributed to Holdings) and its Restricted Subsidiaries after the Closing Date; less

(iii)          the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(e);

(f)            Holdings may make Restricted Payments in an aggregate amount equal to (i) $25,000,000 minus (ii) the aggregate principal amount of Junior Financings and Senior Notes prepaid, redeemed, purchased or otherwise paid pursuant to Section 7.12(a)(iii),

(g)           if the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Restricted Payment had been made on the last day of such four quarter period, is less than or equal to 3.00:1.00, Holdings may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that no Default has occurred and is continuing or would result therefrom;

(h)           Holdings or any Restricted Subsidiary may make Restricted Payments to Holdings or any direct or indirect parent of Holdings:

(i)            to pay amounts equal to the fees and expenses (including franchise or similar taxes) required to its maintain the corporate existence of Holdings or any direct or indirect parent of Holdings, the customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any direct or indirect parent of Holdings, if applicable, and the general corporate operating and overhead expenses of Holdings or any direct or indirect parent of Holdings, if applicable, in each case to the extent such fees, expenses,

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salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of Holdings and its Subsidiaries;

(ii)           to pay, if applicable, amounts equal to amounts required for Holdings or any direct or indirect parent of Holdings, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to Holdings or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of Holdings or any of its Restricted Subsidiaries incurred in accordance with Section 7.03; and

(iii)          to pay fees and expenses incurred by Holdings or any direct or indirect parent of Holdings, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such parent that is directly attributable to the operations of Holdings and its Restricted Subsidiaries;

(i)            payments made or expected to be made by Holdings or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;

(j)            the payment of any dividend or other distribution within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of Section 7.06;

(k)           the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Equity Interests of Holdings or any of its Restricted Subsidiaries issued or incurred in accordance with Section 7.03;

(l)            Holdings or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;

(m)          [Reserved]; and

(n)           the payment of any dividend or other distribution to any direct or indirect equity holder of Holdings, the Borrower or a Restricted Subsidiary in amounts required for such equity holder to pay U.S. federal, state, foreign or local income taxes (as the case may be) imposed directly on such equity holder to the extent such income taxes are attributable to the income of Holdings, the Borrower or such Restricted Subsidiary, as the case may be, by virtue of Holdings, the Borrower or Restricted Subsidiary being either a pass-through entity for tax purposes or a member of a consolidated or combined tax group of which Holdings, the Borrower or such Restricted Subsidiary is a member; provided that in each case the amount of such payments in respect of any tax year does not exceed the amount that Holdings, the Borrower or Restricted Subsidiary, as the case may be, would have been required to pay in respect of U.S. federal, state, foreign or local taxes (as the case may be) for such year had Holdings, the Borrower or such Restricted Subsidiary paid such taxes as a stand-alone taxpayer (or stand-alone group) (reduced by any such taxes paid directly by Holdings, the Borrower or such Restricted Subsidiary).

Section 7.07.        Change in Nature of Business.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by Holdings and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic

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or ancillary thereto (including related, complementary, synergistic or ancillary technologies) or reasonable extensions thereof.

Section 7.08.        Transactions with Affiliates.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, consummate any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than (a) transactions between or among Holdings and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions, (d) transactions for which the board of directors of Holdings has received (and delivered to the Administrative Agent) a written opinion from an Independent Financial Advisor to the effect that the financial terms of such transaction are fair, from a financial standpoint, to Holdings and its Restricted Subsidiaries or not less favorable to Holdings and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate, (e) the entering into of any agreement (and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to the Investors in an aggregate amount in any fiscal year not to exceed $3,000,000 plus all out-of-pocket reasonable expenses incurred by the Investors in connection with the performance of management, consulting, monitoring, advisory or other services with respect to the Borrower and any Restricted Subsidiaries, (f) Restricted Payments permitted under Section 7.06, (g) employment and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (h) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings or any Restricted Subsidiary of Holdings or any direct or indirect parent of Holdings, (i) the issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings to the Investors or any other direct or indirect parent of Holdings or to any director, officer, employee or consultant thereof and any contribution to the capital of Holdings, (j) (i) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to Holdings and its Restricted Subsidiaries in the reasonable determination of the board of directors or the senior management of Holdings, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (ii) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business, (k) the existence of, or the performance by Holdings or any Restricted Subsidiaries of its obligations under the terms of the Acquisition Agreement, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings or any Restricted Subsidiaries of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (k) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Closing Date, (l) [Reserved], (m) transactions between Holdings or any Restricted Subsidiaries and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings or any direct or indirect parent of Holdings; provided, however, that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person and (n) pledges of Equity Interests of Unrestricted Subsidiaries.

Section 7.09.        Burdensome Agreements.

None of Holdings, the Borrower or any of the Restricted Subsidiaries shall enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of Holdings that is not a Guarantor to make Restricted Payments to Holdings or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Closing Date

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and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Holdings, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of Holdings; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of Holdings which is not a Loan Party which is permitted by Section 7.03 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(b), (e), (g) or (t) and Liens permitted under Section 7.01(s) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Holdings or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) [Reserved], (xiii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit or (xiv) restrictions contained in the Senior Notes Documentation for the Initial Senior Notes and any Swap Contracts entered into in connection therewith (or in any future Senior Notes Documentation to the extent that such restrictions are not more restrictive than those set forth in the Senior Notes Documentation for the Initial Senior Notes).

Section 7.10.Financial Covenants.

(a)Leverage Ratios.

(i)Total Leverage Ratio.  Holdings and the Borrower shall not permit the Total Leverage Ratio as of the last day of any fiscal quarter to be greater than the applicable “Maximum Total Leverage Ratio” set forth below:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
December 31, 2010	4.75 to 1
March 31, 2011	4.75 to 1
June 30, 2011	4.75 to 1
September 30, 2011	4.75 to 1
December 31, 2011	4.75 to 1
March 31, 2012	4.75 to 1
June 30, 2012	4.75 to 1
September 30, 2012	4.50 to 1
December 31, 2012	4.50 to 1
March 31, 2013	4.50 to 1
June 30, 2013	4.50 to 1
September 30, 2013	4.50 to 1
December 31, 2013	4.50 to 1
March 31, 2014 and the end of each fiscal quarter thereafter	4.25 to 1

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(ii)[Reserved].

(b)Interest Coverage Ratio.  Holdings and the Borrower shall not permit the Interest Coverage Ratio as of the last day of any fiscal quarter to be less than the applicable “Minimum Interest Coverage Ratio” set forth below:

Fiscal Quarter Ending	Minimum Interest Coverage Ratio
December 31, 2010	2.25 to 1
March 31, 2011	2.25 to 1
June 30, 2011	2.25 to 1
September 30, 2011	2.25 to 1
December 31, 2011	2.25 to 1
March 31, 2012	2.25 to 1
June 30, 2012	2.25 to 1
September 30, 2012	2.50 to 1
December 31, 2012	2.50 to 1
March 31, 2013	2.50 to 1
June 30, 2013	2.50 to 1
September 30, 2013	2.50 to 1
December 31, 2013	2.50 to 1
March 31, 2014	2.75 to 1
June 30, 2014	2.75 to 1
September 30, 2014	2.75 to 1
December 31, 2014	2.75 to 1
March 31, 2015	2.75 to 1
June 30, 2015	2.75 to 1
September 30, 2015 and the end of each fiscal quarter thereafter	3.00 to 1

(c)Maximum Capital Expenditures.

(i)Holdings and the Borrower shall not and shall not permit the Restricted Subsidiaries to make any Capital Expenditures that would cause the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year commencing with the 2011 fiscal year of Holdings to exceed $40,000,000 (which may include restructuring expenditures).

(ii)Notwithstanding anything to the contrary contained in clause (c)(i) above, (x) to the extent that the aggregate amount of Capital Expenditures made by Holdings and the Restricted Subsidiaries in any fiscal year (for the avoidance of doubt, after giving effect to any CapEx Pull-Forward Amount utilized in the preceding year that reduced the amount of Capital Expenditures that could be made in such year but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) pursuant to such clause (i) is less than the amount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal year (with such Rollover Amount deemed utilized first in such succeeding year) and (y) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(c) (including as a result of the application of clause (x) of this clause (ii)) may be increased by an amount not to exceed 50% of the permitted Capital Expenditure limit in the immediately succeeding year (the “CapEx Pull-Forward Amount”).  The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be made in the immediately succeeding fiscal year.

(iii)In addition to the Capital Expenditures permitted pursuant to the preceding paragraphs (i) and (ii), Holdings the Restricted Subsidiaries may make additional Capital Expenditures in an amount not to exceed

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the portion, if any, of the Cumulative Credit on the date of such Capital Expenditure that the Borrower elects to apply to this Section 7.10(c)(iii).

Section 7.11.Accounting Changes.

Holdings shall not make any material change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.12.Prepayments, Etc. of Indebtedness.

(a)None of Holdings, the Borrower or any of the Restricted Subsidiaries shall voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled interest and principal shall be permitted) any Junior Financing or Senior Notes, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness constituting a Permitted Refinancing; provided that if such Indebtedness was originally incurred under Section 7.03(g), such Permitted Refinancing is permitted pursuant to Section 7.03(g), (ii) the conversion of any Junior Financing or Senior Notes to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) voluntary prepayments, redemptions, purchases, defeasances and other satisfaction in respect of Junior Financings or Senior Notes prior to their scheduled maturity in an aggregate amount not to exceed (x) $50,000,000 minus (y) the aggregate amount of Restricted Payments made pursuant to Section 7.06(f), and (iv) if the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such prepayment, redemption, purchase, defeasance or other satisfaction in respect of Junior Financings or Senior Notes had been made on the last day of such four quarter period, is less than or equal to 3.50 to 1.00, voluntary prepayments, redemptions, purchases, defeasances and other satisfaction in respect of Junior Financings or Senior Notes are permitted prior to their scheduled maturity in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, however, that notwithstanding any of the foregoing (i) no payment shall be made in violation of any subordination terms of any Junior Financing Documentation, and (ii) no voluntary prepayments, redemptions, purchases, defeasances and other satisfaction in respect of Junior Financings or Senior Notes shall be made prior to their scheduled maturity pursuant to Section 7.12(a)(iv) if the Senior Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), would be greater than 2.75 to 1.00.

(b)None of Holdings, the Borrower or any of the Restricted Subsidiaries shall, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any material term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 7.13.Permitted Activities.

Notwithstanding anything else herein to the contrary, Holdings shall not engage in any material operating or business activities; provided that the following shall be permitted in any event, to the extent otherwise permitted hereunder:  (i) its ownership of the Equity Interests of the Borrower and activities incidental thereto, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other unsecured Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests, and the maintenance and investment of any proceeds thereof, and the incurrence of any liabilities, costs and expenses reasonably related thereto, whether or not such equity issuance is consummated, (v) financing activities, including the issuance of equity securities, incurrence of unsecured Indebtedness, payment of dividends, making contributions

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to the capital of the LLC Co-Borrower and guaranteeing the obligations of the Borrower on an unsecured basis, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operating any property), including the opening and maintaining of bank and deposit accounts, (viii) providing indemnification to officers, managers and directors, (ix) any activities related, complementary or incidental to the foregoing and (x) liabilities incidental to the conduct of Holdings’ business as a holding company.  Holdings shall not incur any Liens on Equity Interests of the LLC Co-Borrower other than those for the benefit of the Secured Parties.

Section 7.14.Sale/Leaseback Transactions.

None of Holdings, the Borrower or the Restricted Subsidiaries shall enter into any Sale/Leaseback Transaction, other than (a) Sale/Leaseback Transactions in respect of which the Net Cash Proceeds received in connection therewith does not exceed $25,000,000 in the aggregate during any fiscal year of the Borrower, determined on a consolidated basis for the Borrower and its Subsidiaries and (b) the contemplated Sale/Leaseback Transactions described in Schedule 7.14.

ARTICLE VIII.
Events of Default and Remedies

Section 8.01.Events of Default.

Any of the following from and after the Closing Date shall constitute an event of default (an “Event of Default”):

(a)Non-Payment.  Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b)Specific Covenants.  The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII (provided that the covenants in Section 7.10(a) and (b) are subject to cure pursuant to Section 8.05); or

(c)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after written notice thereof by the Administrative Agent or the Required Lenders to the Borrower; or

(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default.  Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise); provided that this clause (e)(B) shall not apply to secured

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Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

(f)Insolvency Proceedings, Etc.  Any Loan Party or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) consecutive days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) consecutive days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of Holdings and the Restricted Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h)Judgments.  There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has an investment grade rating has been notified of such judgment or order and has not denied coverage or an effective indemnity) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i)Invalidity of Loan Documents.  Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by any Secured Party or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(j)Change of Control.  There occurs any Change of Control; or

(k)Collateral Documents.  Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement or pursuant to Section 3.02 hereof) ceases to create a valid and perfected first-priority Lien, on and security interest of the Collateral that is (x) purported to be covered thereby and (y) comprises Property that, when taken together with all Property as to which such Lien has so ceased to be effective, has a fair market value in excess of $25,000,000, subject to Liens permitted under Section 7.01, (i) except to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and (ii) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

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(l)ERISA.  (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or a Restricted Subsidiary in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect.

Section 8.02.Remedies upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03.Exclusion of Immaterial Subsidiaries.

Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary (an “Immaterial Subsidiary”) affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of Holdings, have assets with a fair market value in excess of 5% of the Total Assets of Holdings and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

Section 8.04.Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations and/or under Section 9.11 shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

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First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and fees on the Loans, Commitments, Letters of Credit and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Cash Management Obligations or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower as applicable.

Section 8.05.Borrower’s Right to Cure.

(a)Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event of any Event of Default or potential Event of Default under the covenants set forth in Sections 7.10(a) and/or (b) and at any time until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, if Holdings receives a Specified Equity Contribution, Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to the last fiscal quarter of the relevant Test Period; provided that such net cash proceeds (i) are actually received by Holdings as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to Holdings) no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) are Not Otherwise Applied.  The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10.  The increased amount applicable to any fiscal quarter shall be applied to such fiscal quarter in each subsequent Test Period that contains such fiscal quarter.

(b)(i) In each period of four (4) consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than four (4) Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause Holdings to be in Pro Forma Compliance with Sections 7.10(a) and/or (b) for any applicable period and (iv) there shall be no pro forma reduction in

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Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Sections 7.10(a) and/or (b) for the fiscal quarter immediately prior to the fiscal quarter in which such Specified Equity Contribution was made.

ARTICLE IX.
Administrative Agent and Other Agents

Section 9.01.Appointment and Authority.

(a)Each of the Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to it by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b)Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article and in the definition of “Related Parties” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c)Each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) and the Agents hereby irrevocably appoints and authorizes the Administrative Agent to act on its behalf as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.  In this connection, the Administrative Agent (and any sub-agents and appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article and Section 10.05 as though such sub-agents were the “Administrative Agent” under the Loan Documents as if set forth in full herein with respect thereto.

Section 9.02.Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03.Exculpatory Provisions.

No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan

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Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Laws; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.04.Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 9.05.Delegation of Duties.

The Administrative Agent may perform any and all of their respective duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

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Section 9.06.Resignation of Successor Administrative Agent.

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (or, if such successor is not an Initial Lender, with the consent of the Borrower, not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in New York City or an Affiliate of any such bank with an office in New York City.  If no such successor shall have been so appointed by the Required Lenders (and, if applicable, consented to by the Borrower) and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 9.07.Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.08.Collateral and Guaranty Matters.

The Lenders irrevocably authorize the Administrative Agent:

(a)to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (including as a result of a Letter of Credit being deemed to be no longer outstanding hereunder in accordance with the Cash Collateralization or back-to-back letter of credit provisions set forth in Section 2.03(g)), (ii) that is sold, disposed of or transferred or to be sold, disposed of or transferred as part of or in connection with any sale, disposition or transfer permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its

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Guaranty pursuant to clause (c) below or (v) that constitutes assets or Equity Interests of any Restricted Subsidiary that is designated as an Unrestricted Subsidiary pursuant to Section 6.14;

(b)to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(e), (f), (j), (l), (o), (r), (t), (w) and (solely to the extent refinancing Indebtedness secured by a Lien permitted under Section 7.01(r) or (t)) (x);

(c)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing unless and until each guarantor is (or is being simultaneously) released from its guarantee with respect to the Senior Notes or such Junior Financing; and

(d)to release any Lien on any Collateral upon the consummation of any transaction permitted by the Loan Documents.

The Lenders hereby confirm the Administrative Agent’s authority to release its interest in the Collateral, or the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.08.  In each case as specified in this Section 9.08, the Administrative Agent will, at the Borrower’s expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.08.

Section 9.09.No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the Joint Bookrunners or any Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

Section 9.10.Appointment of Supplemental Administrative Agents.

(a)It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction.  It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, cotrustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

(b)In the event that the Administrative Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Agent, and (ii) the provisions of this Article and of Sections 10.04 and 10.05 (obligating the Borrower to pay the Administrative Agent’s expenses and to

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indemnify the Administrative Agent) that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Agent, as the context may require.

(c)Should any instrument in writing from the Borrower or any other Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent.  In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

Section 9.11.Withholding Tax.

To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender (including, for purposes of this Section 9.11, any L/C Issuer), an amount equivalent to any applicable withholding tax.  Without limiting or expanding the obligations of any Loan Party under Section 3.01, each Lender shall, and does hereby, indemnify the Administrative Agent, within thirty (30) calendar days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective).  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.11.  The agreements in this Section 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loans and all other amounts payable hereunder.

ARTICLE X.
Miscellaneous

Section 10.01.Amendments, Etc.

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a)subject to Section 2.16, extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b)subject to Section 2.16, postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it being understood that any change to the definitions of “Total Leverage Ratio” or “Senior Secured Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

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(c)reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing or to whom such fee or other amount is owed (it being understood that any change to the definitions of “Total Leverage Ratio” or “Senior Secured Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(d)change any provision of this Section 10.01 or decrease the percentage in the definition of “Required Lenders” without the written consent of each Lender, or decrease the percentage in the definitions of “Required Revolving Lenders” or “Required Term B Lenders,” Section 8.04 or the definition of “Pro Rata Share” or Section 2.12(a), 2.12(g) or 2.13 without the written consent of each Lender directly affected thereby;

(e)other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f)other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender; or

(g)without the written consent of each Lender adversely affected thereby, amend the portion of the definition of “Interest Period” that reads as follows:  “one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter”;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, shall adversely affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and (iv) Section 2.15 shall not be amended, waived or otherwise modified without the consent of the Administrative Agent, each L/C Issuer and the Swing Line Lender.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.  Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the applicable Swing Line Lender(s), Holdings and the Borrower so long as the obligations of the Revolving Credit Lenders and, if applicable, the other Swing Line Lender are not affected thereby.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Term B Loans (as defined below) to permit the refinancing of all outstanding Term B Loans (“Refinanced Term B Loans”) with one or more replacement term loan tranches denominated in Dollars (“Replacement Term B Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term B Loans, (b) the Applicable Rate for such Replacement Term B Loans shall not be higher than the Applicable Rate for such Refinanced Term B Loans, (c) the Weighted Average

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Life to Maturity of Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term B Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term B Loans) and (d) all other terms applicable to such Replacement Term B Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term B Loans than, those applicable to such Refinanced Term B Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term B Loans in effect immediately prior to such refinancing.

In addition, notwithstanding the foregoing, this Agreement may be amended or waived (i) with the written consent of the Administrative Agent, Holdings, the Borrower and the Required Term B Lenders to waive or amend any mandatory prepayment of the Term Loans required under Section 2.05 and  (ii) with the written consent of the Administrative Agent, Holdings, the Borrower and the Required Revolving Lenders to waive or amend any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 4.03 (it being understood that amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.03 have been satisfied regardless of whether the Required Revolving Lenders shall have consented to such amendment, modification, supplement or waiver).

Notwithstanding anything to the contrary contained in this Section 10.01, (i) the Borrower and the Administrative Agent may, without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provisions of Sections 2.14; (ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iii) the Administrative Agent is hereby authorized by the Lenders to approve the forms of Collateral Documents, and to enter into any Loan Documents in such forms as approved by it; and (iv) guarantees, collateral security documents and related documents executed by any Person in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (a) to comply with or reflect customary practices under local Law or advice of local counsel, (b) to cure ambiguities, omissions, mistakes or defects or (c) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 10.02.Notices and Other Communications; Facsimile Copies.

(a)General.  Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission).  All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to Holdings, the Borrower or the Administrative Agent, an L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to Holdings, the Borrower and the Administrative Agent, an L/C Issuer or a Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(d)), when delivered; provided that notices and other communications to the Administrative Agent, an L/C Issuer and a Swing

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Line Lender pursuant to Article II shall not be effective until actually received by such Person.  In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b)Effectiveness of Facsimile Documents and Signatures.  Loan Documents may be transmitted and/or signed by facsimile or other electronic communication.  The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c)Reliance by Agents and Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction.  All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(d)Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  Each of the Administrative Agent, Holdings or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(e)Agency of the Corporate Co-Borrower.  The LLC Co-Borrower irrevocably appoints the Corporate Co-Borrower as its agent for all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all documents, instruments, and certificates contemplated herein (including, without limitation, execution and delivery to the Administrative Agent of Committed Loan Notices) and all modifications hereto.  Any acknowledgment, consent, direction, certification, or other action which might otherwise be valid or effective only if given or taken by all or either Borrower or acting singly, shall be valid and effective if given or taken only by the Corporate Co-Borrower, whether or not the LLC Co-Borrower joins therein, and the Agents and the Lenders shall have no duty or obligation to make further inquiry with respect to the authority of the Corporate Co-Borrower under this Section 10.02; provided that nothing in this Section 10.02(e) shall limit the effectiveness of, or the right of the Agents and the Lenders to rely upon, any notice (including, without limitation, a Committed Loan Notice), document, instrument, certificate, acknowledgment, consent, direction, certification or other action delivered by any Borrower pursuant to this Agreement.

Section 10.03.No Waiver; Cumulative Remedies.

No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege

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hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04.Attorney Costs and Expenses.

The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Agents for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to Sidley Austin LLP (and one local counsel in each applicable jurisdiction and regulatory counsel and additional counsel as any Agent, Lender or group of Lenders reasonably determine are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses) and (b) from and after the Closing Date, to pay or reimburse the Agents and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective all Attorney Costs, which shall be limited to Sidley Austin LLP (and one local counsel in each applicable jurisdiction and regulatory counsel and additional counsel as any Agent, Lender or group of Lenders reasonably determine are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses).  The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable out-of-pocket expenses incurred by any Agent.  The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.  All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.  If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 10.05.Indemnification by the Borrower.

Whether or not the transactions contemplated hereby are consummated, from and after the Closing Date, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, and directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs which shall be limited to Attorney Costs of one counsel and one special to the Agents and one counsel to the other Lenders (and one local counsel in each applicable jurisdiction and, solely in the event of an actual or potential conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons (or each group of affected Persons), taken as a whole)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary or any Environmental Liability related in any way to any Loan Parties or any Subsidiary (other than any such presence, Release or Environmental Liability that has been determined by a final, non-appealable judgment of a court of competent authority to have resulted solely from acts of omissions by Persons other than Borrower or any of its Subsidiaries after the Administrative Agent sells the applicable property or facility pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or

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proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any Controlled affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final, non-appealable judgment of a court of competent jurisdiction, (y) a material breach of its obligations under the Loan Documents by such Indemnitee or of any Controlled affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by the final, non-appealable judgment of a court of competent jurisdiction or (z) any proceeding that does not involve an act or omission by the Borrower or any of its Subsidiaries or any Affiliate of any of the foregoing and that is brought by an Indemnitee (or any of such Indemnitee’s Controlled Affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives) against any other Indemnitee (or any of such Indemnitee’s Controlled Affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives) other than claims against any Agent in its capacity as fulfilling its role as an agent or any other similar role hereunder.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement unless resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by the final, non-appealable judgment of a court of competent jurisdiction, nor shall any Indemnitee or the Borrower or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) except with respect to Loan Parties to the extent such damages would otherwise be subject to indemnification pursuant to this Section 10.05.  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated.  All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05.  The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of, or assignment of rights by,  any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.  For the avoidance of doubt, any indemnification relating to Taxes, other than to the extent of any Taxes that represent losses, damages, etc. resulting from any non-Tax claim, shall be covered by Sections 3.01 and 3.04 and shall not be covered by this Section 10.05.

Section 10.06.Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, 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 such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Section 10.07.Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender

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(except as permitted by Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.  For the avoidance of doubt, (x) any assignment of the Revolving Credit Commitment of an Initial Non-Extending Revolving Credit Lender shall include all rights, obligations and terms applicable thereto (including, without limitation, termination of such Revolving Credit Commitment on the Existing Revolving Loan Termination Date), and (y) any assignment of the Revolving Credit Commitment of an Initial Extending Revolving Credit Lender shall include all rights, obligations and terms applicable thereto (including, without limitation, termination of such Revolving Credit Commitment on the applicable Maturity Date).

(b)(i)  Subject to the conditions set forth in paragraph (b)(ii) below and subject to Section 10.07(d) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A)the Borrower (not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof and provided, further, that no consent of the Borrower shall be required for (i) an assignment of all or a portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) an assignment related to Revolving Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender or (iii) if a Specified Default has occurred and is continuing, any Assignee;

(B)the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (i) all or any portion of a Term Loan to a Lender or an Approved Fund or (ii) all or any portion of a Revolving Credit Commitment to a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender;

(C)each L/C Issuer at the time of such assignment, provided that no consent of the L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure; and

(D)the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure.

Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of any Loans or Commitments to any Affiliated Lender shall also be subject to the requirements set forth in Section 10.07(k).

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of (x) $5,000,000 (in the case of each Revolving Credit Loan) and shall be in increments of an amount of $1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents, (y) $250,000 (in the case of an assignment of a Term Loan by the Initial Lenders during the initial syndication of the Term Loans) and

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shall be in increments of an amount of $250,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents and (z) $1,000,000 (in the case of an assignment of any other Term Loan), and shall be in increments of an amount of $1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consents, provided in each case that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent, in its sole discretion, may elect to waive such processing and recordation fee;

(C)the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(D)on or before the date on which it becomes a party to this Agreement, the Assignee shall deliver to the Borrower and the Administrative Agent the forms or certifications, as applicable, described in Section 3.01(e), to the extent required thereby.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.

(c)Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment).  Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e)Any Lender may, without the consent of the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, at any time sell participations to any Person (other than a natural person, Holdings or any of its Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided

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that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that requires the affirmative vote of such Lender.  Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(e)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c) and any such Participant shall be deemed to be a Lender for purposes of the definition of Excluded Taxes.  To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting as a non-fiduciary agent of the Borrower (solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”).  The entries in the Participant Register shall be conclusive and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  The Loan Parties and each Non-Debt Fund Affiliate (by its acquisition of a participation in any Lender’s rights and/or obligations under this Agreement) hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, to the extent that any Non-Debt Fund Affiliate would have the right to direct any Participant with respect to any vote with respect to any plan of reorganization with respect to any Loan Party (or to directly vote on such plan of reorganization) as a result of any participation taken by such Non-Debt Fund Affiliate pursuant to this Section 10.07(e), such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Participant) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Participant) may be counted to the extent any such plan of reorganization proposes to treat the participation in any Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders or Participants that are not Affiliates of the Borrower.  Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

(f)A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

(g)Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof.  Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 3.01(e)), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement, unless the grant to the SPC was made with the prior written consent of the Borrower, not to be unreasonably withheld or delayed (for the avoidance of doubt, the

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Borrower shall have reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in materially increased indemnification obligation to the Borrower at such time), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i)Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with Applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j)Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the L/C Issuer or Swing Line Lender, as applicable.  In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above.  If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, Eurocurrency Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

(k)(i)  Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Affiliated Lender in accordance with Section 10.07(b); provided that:

(A)no Default or Event of Default has occurred or is continuing or would result therefrom;

(B)the assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit K hereto (an “Affiliated Lender Assignment and Assumption”) in lieu of an Assignment and Assumption;

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(C)for the avoidance of doubt, Lenders shall not be permitted to assign Term Commitments (other than Incremental Term Loan Commitments), Revolving Credit Commitments or Revolving Credit Loans to any Affiliated Lender;

(D)any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled for upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(E)(i) no Purchasing Borrower Party may use the proceeds from Revolving Credit Loans or Swing Line Loans to purchase any Term Loans and (ii) Term Loans may only be purchased by a Purchaser Borrowing Party if, after giving effect to any such purchase, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure plus (y) the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be not less than $130,000,000;

(F)each Affiliated Lender represents and warrants as of the date of any assignment to such Affiliated Lender pursuant to this Section 10.07(k) that neither the Affiliated Lender nor any of its Affiliates has any Material Non-Public Information; and

(G)no Term B Loan may be assigned to an Affiliated Lender pursuant to this Section 10.07(k), if after giving effect to such assignment, Affiliated Lenders in the aggregate would own in excess of 20% of all Term B Loans then outstanding.

(ii)Notwithstanding anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II), or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

(l)Notwithstanding anything in Section 10.01 or the definition of “Required Lenders”, “Required Revolving Lenders” or “Required Term B Lenders” to the contrary, for purposes of determining whether the Required Lenders, the Required Term B Lenders or the Required Revolving Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document:

(x)all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or Required Term B Lenders have taken any actions; and

(y)all Term Loans, Revolving Credit Commitments and Revolving Credit Exposure held by Debt Fund Affiliates may not account for more than 50% of the Term Loans, Revolving Credit Commitments and Revolving Credit Exposure of consenting Lenders included in determining whether the Required Lenders, the Required Term B Lenders or the Required Revolving Lenders have consented to any action pursuant to Section 10.01.

Additionally, the Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-

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Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower.  Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph.

In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P, Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit Lender, downgrade the long term certificate deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is not rated by any such ratings service or provider, any L/C Issuer or the Swing Line Lender shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such Lender became a Revolving Credit Lender) then such L/C Issuer or Swing Line Lender shall have the right, but not the obligation, at its own expense, upon notice to such Lender, the Borrower and the Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.07(b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.07(b) above, including, for the avoidance of doubt, the prior written consent of the Borrower to the extent otherwise required by Section 10.07(b)) all its interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee; provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority and (ii) such L/C Issuer, Swing Line Lender or such assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder.

Section 10.08.Confidentiality.

Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or self regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) only to the extent to be used in connection with the Transactions and matters related to the administration of the Loan Documents, to any other party to this Agreement; (e) only to the extent to be used in connection with the Transactions and matters related to the administration of the Loan Documents, subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Joint Bookrunner, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than a Loan Party or any Investor or their respective related parties (so long as such source is not known to the

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Administrative Agent, such Joint Bookrunner, such Lender, the L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Agent or Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; (j) to the extent that such Information is independently developed by the Agents or the Lenders so long as such disclosure does not reveal any confidential Information, (k) for purposes of establishing a “due diligence” defense, or (l) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder.  In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, managers, officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.  Any Person required to maintain the confidentiality of Information as provided in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.  The Agents and the Lenders agree to use confidential Information only in connection with the Transactions and matters related to the administration of the Loan Documents.

Section 10.09.Setoff.

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but not fiduciary accounts) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have at Law.

Section 10.10.Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude

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voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11.Counterparts.

This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier or electronic mail of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document.  The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12.Integration; Termination.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.  In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13.Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14.Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15.GOVERNING LAW.

(a)THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (OTHER THAN ANY LOAN DOCUMENT EXPRESSLY GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY,

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EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02.  NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.16.WAIVER OF RIGHT TO TRIAL BY JURY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.17.[Reserved].

Section 10.18.Binding Effect.

This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender, each Agent, the Swing Line Lender and L/C Issuer that each such Lender, Agent, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

Section 10.19.USA Patriot Act.

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address and tax identification number of the Borrower and other information regarding the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the USA Patriot Act.  This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.

Section 10.20.No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial

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transaction between the Borrower and its Affiliates, on the one hand, and the Agents, the Joint Bookrunners and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Joint Bookrunners and the Lenders is and has been acting solely as a principal and except as expressly agreed in writing by the relevant parties, is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents, the Joint Bookrunners or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto except as expressly agreed in writing by the relevant parties, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Joint Bookrunners or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents, the Joint Bookrunners and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Joint Bookrunners or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Joint Bookrunners and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

Section 10.21.Joint and Several Liability.

Each of the LLC Co-Borrower and the Corporate Co-Borrower is jointly and severally liable under this Agreement for all Obligations, regardless of the manner or amount in which proceeds of Loans are used, allocated, shared or disbursed by or among the LLC Co-Borrower and the Corporate Co-Borrower themselves, or the manner in which an Agent and/or any Lender accounts for such Loans on its books and records.  For any period of time that the LLC Co-Borrower and the Corporate Co-Borrower shall have such joint and several liability, the provisions of Section 11.02 (including all waivers thereunder) shall be deemed to apply, mutatis mutandis, to each Borrower.

Section 10.22.Parallel Debt.

(a)Without prejudice to the provisions of this Agreement and the Collateral Documents and for the purpose of preserving the initial and continuing validity of the security rights granted and to be granted by the Loan Parties to the Administrative Agent for the benefit of the Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, the limitations set out in any joinder agreement delivered in accordance with Section 6.11, shall be owing as a separate and independent obligation of such Loan Party to the Administrative Agent (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).

(b)Each Loan Party and the Administrative Agent acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Administrative Agent under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Administrative Agent’s own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Administrative Agent shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and the Collateral Documents (including the Junior Lien Intercreditor Agreement).

(c)Every payment of monies made by a Loan Party to the Administrative Agent shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or

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enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Loan Party contained in Section 10.22(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Administrative Agent shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.

(d)Subject to the provision in paragraph (c) of this Section 10.22, but notwithstanding any of the other provisions of this Section 10.22:

(i)the total amount due and payable as Parallel Debt under this Section 10.22 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Administrative Agent or to the Administrative Agent on behalf of the Secured Parties or any of them to reduce the outstanding principal amount of the Obligations or the Administrative Agent on behalf of the Secured Parties otherwise receives any amount in payment of the Obligations; and

(ii)to the extent that a Loan Party shall have paid any amounts to the Administrative Agent under the Parallel Debt or the Administrative Agent shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the Obligations.

(e)In the event of a resignation of the Administrative Agent pursuant to Section 9.06 of this Agreement, the retiring Administrative Agent shall assign the Parallel Debt owed to it to the successor Administrative  Agent.

ARTICLE XI.
Guarantee

Section 11.01.The Guarantee.

Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Holdings or any Restricted Subsidiary under any Secured Hedge Agreement or any Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”).  The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever (except to the extent otherwise required by any Loan Document), and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 11.02.Obligations Unconditional.

The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge

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or defense of a surety or Guarantor (except for payment in full).  Without limiting the generality 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, irrevocable and unconditional under any and all circumstances as described above:

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

(b)any of the acts mentioned in any of the provisions of this Agreement or the Notes, 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 Guaranteed Obligations shall be accelerated, or any of the Guaranteed 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 Guaranteed Obligations or except as permitted pursuant to Section 11.09, 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, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected;

(e)the release of any other Guarantor pursuant to Section 11.09 or otherwise;

(f)any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any Guarantor, or any other guarantor of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding (including under any Debtor Relief Law) affecting the Borrower, any Guarantor or any other guarantor of the Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor or any other guarantor of the Guaranteed Obligations;

(g)any one or more of the Secured Parties becomes the subject of a Bankruptcy Event;

(h)any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or

(i)the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Secured Parties for repayment of all or any part of the Guaranteed Obligations.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever (except to the extent otherwise required by any Loan Document), and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations.  The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, 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 Guarantee.  This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed 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 Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.  This Guarantee 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 assigns thereof,

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and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 11.03.Reinstatement.

The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 11.04.Subrogation; Subordination.

Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.  Any Indebtedness of any Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Obligations in the manner set forth the subordination provisions of the U.S. Security Agreement.

Section 11.05.Remedies.

The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding 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 11.01.

Section 11.06.Instrument for the Payment of Money.

Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or 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 Section 3213 of the New York Civil Practice Law and Rules.

Section 11.07.Continuing Guarantee.

The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 11.08.General Limitation on Guarantee Obligations.

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 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 Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

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Section 11.09.Release of Guarantors.

If, in compliance with the terms and provisions of the Loan Documents, Equity Interests of any Subsidiary Guarantor (a “Transferred Guarantor”) are sold or otherwise transferred, following which transfer such Subsidiary Guarantor ceases to be a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect the releases described in this Section 11.09.

When all Commitments hereunder have terminated, and all Loans or other Obligation hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations, obligations under Secured Hedge Agreements or in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

Section 11.10.Right of Contribution.

(a)To the extent that any Guarantor shall make a payment under this Guarantee (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of all Guaranteed Obligations and termination or expiry of all Commitments and financing arrangements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(b)As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions.

(c)This Section 11.10 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 11.10 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

(d)The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing.

(e)Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04.  The rights of the indemnifying Guarantors against other Guarantors under this Section 11.10 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash and the termination or expiry of all Commitments.

145

(f)In determining the solvency of any Guarantor, it is the intention of the parties hereto that any rights of subrogation or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. This Section 11.10 does not limit the Guarantors’ subrogation rights.

Section 11.11.Limitation of Obligations.

Notwithstanding any other provision of this Guaranty, each Guarantor’s obligation to pay the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

Section 11.12.California - Specific Waivers

(a)Each Guarantor hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so each Guarantor shall be liable even if the Borrower had no liability at the time of execution of the Loan Documents, or thereafter ceases to be liable.  Each Guarantor hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so such Guarantor’s liability may be larger in amount and more burdensome than that of the Borrower.  Each Guarantor hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and agrees that such Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor.  Each Guarantor hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder.  Each Guarantor also waives, to the fullest extent permitted by law, all rights to require the Administrative Agent or any of the Secured Parties to (a) proceed against the Borrower or any other guarantor of the Borrower’s payment or performance with respect to the Guaranteed Obligations, (b) proceed against or exhaust any collateral held by the Administrative Agent or any of the Secured Parties to secure the repayment of the Guaranteed Obligations, or (c) pursue any other remedy it may now or hereafter have against the Borrower, including any and all benefits under California Civil Code Sections 2845, 2849 and 2850.

(b)Each Guarantor understands that the exercise by the Administrative Agent or any of the Secured Parties of certain rights and remedies contained in the Mortgages (such as a nonjudicial foreclosure sale) may affect or eliminate such Guarantor’s right of subrogation against the Borrower and that such Guarantor may therefore incur a partially or totally nonreimbursable liability under this Guaranty.  Nevertheless, each Guarantor hereby authorizes and empowers the Administrative Agent and each of the Secured Parties to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of such Guarantor that the obligations under this Guaranty shall be absolute, independent and unconditional under any and all circumstances.  Each Guarantor expressly waives any defense (which defense, if such Guarantor had not given this waiver, Guarantor might otherwise have) to a judgment against such Guarantor by reason of a nonjudicial foreclosure.  Without limiting the generality of the foregoing, each Guarantor hereby expressly waives any and all benefits under (i) California Code of Civil Procedure Section 580a (which Section, if such Guarantor had not given this waiver, would otherwise limit such Guarantor’s liability after a nonjudicial foreclosure sale to the difference between the obligations of Guarantor under this Guaranty and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) California Code of Civil Procedure Sections 580b and 580d (which Sections, if such Guarantor had not given this waiver, would otherwise limit the Administrative Agent’s or the Secured Parties’ Obligations right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) California Code of Civil Procedure Section 726 (which Section, if such Guarantor had not given this waiver, among other things, would otherwise require the Administrative Agent or any of the Secured Parties to exhaust all of its security before a personal judgment could be obtained for a deficiency).  Notwithstanding any foreclosure of the lien of any Mortgages, whether by the exercise of the power of sale contained in the Mortgages, by an action for judicial foreclosure or by the Administrative Agent’s or any Secured Party’s acceptance of a deed in lieu of foreclosure, each Guarantor shall remain bound under this Guaranty.  In accordance with Section 2856 of the California Civil Code, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower’s obligations are secured by real property.  This means, among other things:

146

(i)the Administrative Agent or any of the Secured Parties may collect from each Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower or others; and

(ii)if the Administrative Agent or any of the Secured Parties forecloses on any real property collateral pledged by the Borrower or others: (x) The amount of the debt 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 (y) the Administrative Agent or any of the Secured Parties may collect from each Guarantor even if the Administrative Agent or any of the Secured Parties, by foreclosing on the real property collateral, has destroyed any right such Guarantor may have to collect from the Borrower.

This is an unconditional and irrevocable waiver of any rights and defenses that each Guarantor may have because the Borrower’s obligations are secured by real property.  These rights and defenses include, but are not limited to, any rights or defenses based upon California Code of Civil Procedure Sections 580a, 580b, 580d, or 726.

(c)In accordance with Section 2856 of the California Civil Code, each Guarantor also waives any right or defense based upon an election of remedies by the Administrative Agent or any of the Secured Parties, even though such election (e.g., nonjudicial foreclosure with respect to any collateral held by the Administrative Agent or any of the Secured Parties to secure repayment of the Guaranteed Obligations) destroys or otherwise impairs the subrogation rights of such Guarantor or the right of such Guarantor (after payment of the obligations guaranteed by such Guarantor under this Guaranty) to proceed against the Borrower for reimbursement, or both, by operation of Section 580d of the Code of Civil Procedure or otherwise.

(d)In accordance with Section 2856 of the California Civil Code, each Guarantor waives any and all other rights and defenses available to such Guarantor by reason of Sections 2787 through 2855, inclusive, of the California Civil Code, including any and all rights or defenses each Guarantor may have by reason of protection afforded to the Borrower with respect to any of the obligations of such Guarantor under this Guaranty pursuant to the antideficiency or other laws of the State of California limiting or discharging the Borrower’s Obligations, including Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure.  Likewise, each Guarantor waives any and all rights and defenses available to such Guarantor under California Civil Code Sections 2899 and 3433.

(e)Each Guarantor shall have no right of, and hereby waives any claim for, subrogation, reimbursement, indemnification, and contribution against the Borrower and against any other person or any collateral or security for the Guaranteed Obligations (including without limitation any such rights pursuant to Sections 2847 and 2848 of the California Civil Code), until the Guaranteed Obligations has been indefeasibly paid and satisfied in full, all obligations owed to the Secured Parties under the Loan Documents have been fully performed, and the Administrative Agent and the Secured Parties have released, transferred or disposed of all of their right, title and interest in such collateral or security, and there has expired the maximum possible period thereafter during which any payment made by the Borrower or others to Secured Parties with respect to the Guaranteed Obligations could be deemed a preference under the Bankruptcy Code.

147

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

RES-CARE, INC., as a Borrower
By	/s/ David W. Miles
	Name:	David W. Miles
	Title:	Executive Vice President & Chief Financial Officer

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

ONEX RESCARE ACQUISITION, LLC, as a
Borrower
By	/s/ Robert M. LeBlanc
	Name:  Robert M. Leblanc
	Title:    Director
ONEX RESCARE HOLDINGS CORP., as
Holdings
By	/s/ Robert M. LeBlanc
	Name:  Robert M. Leblanc
	Title:    Director

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

ACCENT HEALTH CARE, INC.

ALL WAYS CARING SERVICES, INC.

ALTERNATIVE CHOICES, INC.

ALTERNATIVE YOUTH SERVICES, INC.

ARBOR E&T, LLC

ARBOR PEO, INC.

B.W.J. OPPORTUNITY CENTERS, INC.

BAKER MANAGEMENT, INC.

BALD EAGLE ENTERPRISES, INC.

BOLIVAR DEVELOPMENTAL TRAINING CENTER, INC.

BRALEY & THOMPSON, INC.

CAPITAL TX INVESTMENTS, IN C.

CAREERS IN PROGRESS, INC.

CATX PROPERTIES, INC.

CNC/ACCESS, INC.

COMMUNITY ADVANTAGE, IN C.

COMMUNITY ALTERNATIVES HOME CARE, INC.

COMMUNITY ALTERNATIVES ILLINOIS, INC.

COMMUNITY ALTERNATIVES INDIANA, INC.

COMMUNITY ALTERNATIVES KENTUCKY, INC.

COMMUNITY ALTERNATIVES MISSOURI, INC.

COMMUNITY ALTERNATIVES MOBILE NURSING, INC.

COMMUNITY ALTERNATIVES NEBRASKA, INC.

COMMUNITY ALTERNATIVES NEW MEXICO, INC.

COMMUNITY ALTERNATIVES OF WASHINGTON, D.C., INC.

COMMUNITY ALTERNATIVES PHARMACY, INC.

COMMUNITY ALTERNATIVES TEXAS PARTNER, INC.

COMMUNITY ALTERNATIVES VIRGINIA, INC.

EDUCARE COMMUNITY LIVING - NORMAL LIFE, INC.

EDUCARE COMMUNITY LIVING - TEXAS LIVING CENTERS, INC.

EDUCARE COMMUNITY LIVING CORPORATION - GULF COAST

EDUCARE COMMUNITY LIVING CORPORATION - MISSOURI

EDUCARE COMMUNITY LIVING CORPORATION - NEVADA

EDUCARE COMMUNITY LIVING CORPORATION - NEW MEXICO

EDUCARE COMMUNITY LIVING CORPORATION - NORTH CAROLINA

EDUCARE COMMUNITY LIVING CORPORATION - TEXAS

EDUCARE COMMUNITY LIVING CORPORATION - AMERICA

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

EMPLOY-ABILITY UNLIMITED, INC.

FRANKLIN CAREER COLLEGE INCORPORATED

GENERAL HEALTH CORPORATION

HABILITATION OPPORTUNITIES OF OHIO, INC.

HYDESBURG ESTATES, INC.

INDIVIDUALIZED SUPPORTED LIVING, INC.

J. & J. CARE CENTERS, INC.

JOB READY, INC.

NORMAL LIFE, INC.

NORMAL LIFE FAMILY SERVICES, INC.

NORMAL LIFE OF CALIFORNIA, INC.

NORMAL LIFE OF CENTRAL INDIANA, INC.

NORMAL LIFE OF GEORGIA, INC.

NORMAL LIFE OF LAFAYETTE, INC.

NORMAL LIFE OF LAKE CHARLES, INC.

NORMAL LIFE OF LOUISIANA, INC.

NORMAL LIFE OF SOUTHERN INDIANA, INC.

P.S.I. HOLDINGS, INC.

PEOPLESERVE, INC.

RAISE GEAUGA, INC.

RES-CARE ALABAMA, INC.

RES-CARE ARKANSAS, INC.

RES-CARE CALIFORNIA, INC. D/B/A RCCA SERVICES

RES-CARE EUROPE, INC.

RES-CARE FLORIDA, INC.

RES-CARE IDAHO, INC.

RES-CARE ILLINOIS, INC.

RES-CARE IOWA, INC.

RES-CARE KANSAS, INC.

RES-CARE MICHIGAN, INC.

RES-CARE NEW JERSEY, INC.

RES-CARE OHIO, INC.

RES-CARE OKLAHOMA, INC.

RES-CARE PREMIER, INC.

RES-CARE TRAINING TECHNOLOGIES, INC.

RES-CARE WASHINGTON, INC.

RES-CARE WISCONSIN, INC.

RESCARE FINANCE, INC.

RESCARE INTERNATIONAL, INC.

RESCARE PENNSYLVANIA HEALTH

MANAGEMENT SERVICES, INC.

RESCARE PENNSYLVANIA HOME HEALTH

ASSOCIATES, INC.

ROCKCREEK, INC.

RSCR CALIFORNIA, INC.

RSCR INLAND, INC.

RSCR WEST VIRGINIA, INC.

SKYVIEW ESTATES, INC.

SOUTHERN HOME CARE SERVICES, INC.

TANGRAM REHABILITATION NETWORK, INC.

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

TEXAS HOME MANAGEMENT, INC.
THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.
THE CITADEL GROUP, INC.
THM HOMES, INC.
UPWARD BOUND, INC.
VOCA CORP.
VOCA CORPORATION OF AMERICA
VOCA CORPORATION OF WEST VIRGINIA, INC.
VOCA CORPORATION OF FLORIDA
VOCA CORPORATION OF INDIANA
VOCA CORPORATION OF MARYLAND
VOCA CORPORATION OF NEW JERSEY
VOCA CORPORATION OF NORTH CAROLINA
VOCA CORPORATION OF OHIO
VOCA RESIDENTAL SERVICES, INC.
YOUTHTRACK, INC.
as Guarantors
By:	/s/ David W. Miles
Name:		David W. Miles
Title:		Treasurer

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

EDUCARE COMMUNITY LIVING LIMITED PARTNERSHIP, as a Guarantor
By:		Community Alternatives Texas Partner, Inc.
Its:		General Partner
		By:	/s/ David W. Miles
		Name:                  David W. Miles
		Title:                    Treasurer
NORMAL LIFE OF INDIANA, as a Guarantor
By:		Normal Life of Central Indiana, Inc.
		one of its General Partners
		By:	/s/ David W. Miles
		Name:                  David W. Miles
		Title:                    Treasurer
and
By:		Normal Life of Southern Indiana, Inc.
		the other General Partner
		By:	/s/ David W. Miles
		Name:                  David W. Miles
		Title:                    Treasurer
CREATIVE NETWORKS, L.L.C.
PHARMACY ALTERNATIVES, LLC
RESCARE DTS INTERNATIONAL, LLC
REST ASSURED, LLC
VOCA OF INDIANA, LLC,
as Guarantors
By:	/s/ David W. Miles
Name:                  David W. Miles
Title:                    Treasurer

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

JPMORGAN CHASE BANK, N.A.,
as L/C Issuer, as Swing Line Lender, as
Administrative Agent and individually as a
Lender
By	/s/ James Duffy Baker, Jr.
	Name:  James Duffy Baker, Jr.
	Title:    Senior Vice President

Signature Page to Amended and Restated Credit Agreement

Res-Care, Inc. and Onex Rescare Acquisition, LLC

J.P. MORGAN SECURITIES LLC,
as a Joint Lead Arranger and as a Joint
Bookrunner
By	/s/ Meredith H. Hopson
	Meredith H. Hopson
	Vice President

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

BANK OF AMERICA, N.A.,
as Syndication Agent and individually as a
Lender
By	/s/ David Strickert
	Name: David Strickert
	Title: Senior Vice President

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED,
as a Joint Lead Arranger and as a Joint
Bookrunner
By	/s/ Yasemin Esmer
	Name: Yasemin Esmer
	Title: Director

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

GENERAL ELECTRIC CAPITAL
CORPORATION, as a Co-Documentation
Agent and individually as a Lender
By	/s/ Andrew D. Moore
	Name: Andrew D. Moore
	Title:   Duly Authorized Signatory

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

GE CAPITAL FINANCIAL INC., as a Lender
By	/s/ Jeffrey Thomas
	Name: Jeffrey Thomas
	Title:   Duly Authorized Signatory

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

U.S. BANK NATIONAL ASSOCIATION,
as a Co-Documentation Agent and individually
as a Lender
By	/s/ Elizabeth Card-Phillips
	Name: Elizabeth Card-Phillips
	Title: Asst. Vice President

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

BRANCH BANKING AND TRUST
COMPANY, as a Lender
By	/s/ Johnny L. Perry
	Name: Johnny L. Perry
	Title: Senior Vice President

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

FIFTH THIRD BANK, as a Lender
By	/s/ Barbara S. Tully
	Barbara S. Tully
	Vice President

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

EXPORT DEVELOPMENT CANADA, as a
Lender
By	/s/ Sylvia Lavictoire
	Name: Sylvia Lavictoire
	Title:   Financing Manager
By	/s/ Margaret Michalski
	Name: Margaret Michalski
	Title:   Senior Associate

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

RAYMOND JAMES BANK, FSB, as a Lender
By:	/s/ Alexander L. Rody
	Name: Alexander L. Rody
	Title: Senior Vice President

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

PNC BANK, NATIONAL ASSOCIATION, as
a Lender
By	/s/ Deroy Scott
	Name: Deroy Scott
	Title: Senior Vice President

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

ROYAL BANK OF CANADA, as a Lender
By	/s/ Mustafa Topiwalla
	Name: Mustafa Topiwalla
	Title: Authorized Signatory

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

OLD NATIONAL BANK, as a Lender
By	/s/ Darrin McCauley
	Name: Darrin McCauley
	Title:   SVP

Signature Page to Amended and Restated Credit Agreement
Res-Care, Inc. and Onex Rescare Acquisition, LLC

SCHEDULE 1.01A

COMMITMENTS

REVOLVING CREDIT LENDERS	REVOLVING CREDIT  COMMITMENT
EXTENDING REVOLVING CREDIT LENDERS
JPMORGAN CHASE BANK, N.A.	$	52,000,000
BANK OF AMERICA, N.A.	$	48,000,000
GENERAL ELECTRIC CAPITAL CORPORATION	$	35,000,000
U.S. BANK NATIONAL ASSOCIATION	$	35,000,000
FIFTH THIRD BANK	$	25,000,000
EXPORT DEVELOPMENT CANADA	$	15,000,000
PNC BANK, NATIONAL ASSOCIATION	$	10,000,000
ROYAL BANK OF CANADA	$	10,000,000
OLD NATIONAL BANK	$	10,000,000
NON-EXTENDING REVOLVING CREDIT LENDERS
BRANCH BANKING & TRUST COMPANY	$	35,000,000
AGGREGATE REVOLVING CREDIT COMMITMENT	$	275,000,000

TERM B LENDERS	TERM B COMMITMENT
JPMORGAN CHASE BANK, N.A.	$	130,000,000
GE CAPITAL FINANCIAL INC.	$	20,000,000
RAYMOND JAMES BANK, FSB	$	20,000,000
AGGREGATE TERM B COMMITMENT	$	170,000,000

Schedule 1.01B   Existing Letters of Credit

JPM LC Ref	Account	Applicant	Beneficiary	IssueDate	ExpiryDate	Curr	OutstandingAmount (USD)
CTCS-634476	555-037088	RESCARE,INC	THE TRAVELERS INDEMNITY COMPANY	06/14/04	07/01/11	USD	$	8,000,000.00
CTCS-634477	555-037088	RES-CARE, INC.	LIBERTY MUTUAL INSURANCE COMPANY	06/17/04	07/01/11	USD	$	266,383.00
CTCS-634482	555-037088	RESCARE INC	ACE AMERICAN INSURANCE COMPANY	07/29/04	07/31/11	USD	$	22,944,607.00
CTCS-645388	555-037088	RESCARE INC	ACE AMERICAN INSURANCE COMPANY	08/01/05	07/31/11	USD	$	27,880,234.00
CTCS-801374	555-037088	FRANKLIN CAREER COLLEGE	SECRETARY, U.S. DEPARTMENT OF	12/30/09	10/31/11	USD	$	1,275,648.00
CTCS-808907	555-037088	RES-CARE,INC	THE HANOVER INSURANCE COMPANY	04/09/10	04/05/11	USD	$	7,221,500.00
TOTALS							$	67,588,372.00

Schedule 5.03      Governmental Authorization; Other Consent

None.

Schedule 5.03 - 1

Schedule 5.06      Litigation

None.

Schedule 5.06 - 1

Schedule 5.08      Ownership of Property:

A.            Material Real Property:

Mortgaged Properties

Address		County	State
1.	7785 W. Peoria Avenue, Peoria	Maricopa	Arizona
2.	879 Meinecke Avenue, San Luis Obispo	San Luis Obispo	California
3.	1317 17th Street, #8, Alamosa	Alamosa	Colorado
4.	Highway 128 and County Road 156, Reynolds	Taylor	Georgia
5.	1040 Robey Avenue, Downers Grove	DuPage	Illinois
6.	1313 East 7th Street, Auburn	Dekalb	Indiana
7.	1800 W. Kern Road, Marion	Grant	Indiana
8.	131 N. Washington, Marion	Grant	Indiana
9.	903 Sheridan Avenue, Sheridan	Hamilton	Indiana
10.	225 Kickapoo Road, Winfield	Cowley	Kansas
11.	1323 Hillside Drive, Winfield	Cowley	Kansas
12.	2109 Susan, Winfield	Cowley	Kansas
13.	3310 Osage Court, Winfield	Cowley	Kansas
14.	1345 Hillside Drive, Winfield	Cowley	Kansas
15.	East 14th Street, Winfield	Cowley	Kansas
16.	108 5th Street, St. Paul	Neosho	Kansas
17.	117 N. Spickard, Macksville	Stafford	Kansas
18.	108 Aspen Road, Goodland	Sherman	Kansas
19.	3700 Belgium, San Antonio	Bexar	Texas

·Leased real properties: None.

Schedule 5.08 - 1

B.            All owned or leased real property on which there are existing Liens.

Operation Name	Address	City	State	Zip  Code
AYA Copper Canyon/Desert Point	7785 W. Peoria Ave	Peoria	AZ	85345
Casa de Vida	879 Meinecke Ave.	San Luis Obispo	CA	93405
YT San Luis Valley Residential	1317 17th St. #8	Alamosa	CO	81101
GCY Admin/Office	County Rd. 156 - Admin. / Activities Building	Reynolds	GA	31076
GCY School	Off Highway 128 (R3-R19)	Reynolds	GA	31076
CGY Cottage 1	County Rd. 156 - Cottage 1	Reynolds	GA	31076
CGY Cottage 2	County Rd. 156 - Cottage 2	Reynolds	GA	31076
CGY Cottage 3	County Rd. 156 - Cottage 3	Reynolds	GA	31076
CGY Cottage 4	County Rd. 156 - Cottage 4	Reynolds	GA	31076
CGY Cottage 5	County Rd. 156 - Cottage 5	Reynolds	GA	31076
RCP Downers Grove	1040 Robey Ave.	Downers Grove	IL	60516
Oak Meadows	1313 E. 7th St.	Auburn	IN	46706
Park Villa	221 N. Washington St.	Marion	IN	46952
Northgate	1800 W. Kem Rd	Marion	IN	46952
Sheridan	903 Sheridan Ave.	Sheridan	IN	46069
SW Kickapoo	2225 Kickapoo Rd	Winfield	KS	67156
SW Hillside I	1323 Hillside Dr.	Winfield	KS	67156
SW Susan	2109 Susan Ct.	Winfield	KS	67156
SW Osage	3310 Osage Ct.	Winfield	KS	67156
SW Hillside II	1345 Hillside Dr.	Winfield	KS	67156
SW East 14th	E. 14th St.	Winfield	KS	67156
Pathways Core Office	117 N. Spickard	Macksville	KS	67557
Connections Core Office	108 5th St.	St. Paul	KS	66771
Golden West Core Office	108 Aspen Rd.	Goodland	KS	67735
Willows	3700 Belgium Ln	San Antonio	TX	78220

Schedule 5.08 - 2

Schedule 5.09      Environmental Matters

None.

Schedule 5.09 - 1

Schedule 5.12      Subsidiaries and Other Equity Investments

Subsidiary		Incorporation State	(All Common Stock) Authorized Shares	Issued Shares
1.	Res-Care, Inc.	Kentucky	40,000,000 common	21,347,241
			1,000,000 preferred	common
2.	Accent Health Care, Inc.	Ohio	100	100
3.	All Ways Caring Services, Inc.	Illinois	5,000	1,000
4.	Academy for Individual Excellence, Inc. (The)	Delaware	3,000	1,000
5.	Alternative Choices, Inc.	California	1,000,000	10,000
6.	Alternative Youth Services, Inc.	Delaware	3,000	1,000
7.	Arbor E&T, LLC	Kentucky	1 Unit	1 Unit
8.	Arbor PEO, Inc.	Delaware	3,000	1,000
9.	Baker Management, Inc.	Missouri	3,000	750.6
10.	Bald Eagle Enterprises, Inc.	Missouri	5,500	500
11.	Bolivar Development Training Center, Inc. (non-profit)	Missouri
12.	Braley & Thompson, Inc.	West Virginia	500	3
13.	B.W.J. Opportunity Centers, Inc.	Texas	10,000	10,000
14.	Capital TX Investments, Inc.	Delaware	3,000	1,000
15.	Careers in Progress, Inc.	Louisiana	1,000	100
16.	CATX Properties, Inc.	Delaware	3,000	1,000
17.	Citadel Group, Inc. (The)	Texas	100,000	11,515
18.	CNC/Access, Inc.	Rhode Island	5,000	100
19.	Community Advantage, Inc.	Delaware	3,000	1,000
20.	Community Alternatives Home Care, Inc.	Kentucky	100	100
21.	Community Alternatives Illinois, Inc.	Delaware	3,000	1,000
22.	Community Alternatives Indiana, Inc.	Delaware	3,000	1,000
23.	Community Alternatives Kentucky, Inc.	Delaware	3,000	1,000
24.	Community Alternatives Missouri, Inc.	Missouri	30,000	500
25.	Community Alternatives Mobile Nursing, Inc.	Kentucky	1,000	100
26.	Community Alternatives Nebraska, Inc.	Delaware	3,000	1,000
27.	Community Alternatives New Mexico, Inc.	Delaware	3,000	1,000
28.	Community Alternatives Pharmacy, Inc.	Delaware	3,000	1,000
29.	Community Alternatives Texas Partner, Inc.	Delaware	3,000	1,000
30.	Community Alternatives Virginia, Inc.	Delaware	3,000	1,000
31.	Community Alternatives of Washington, D.C., Inc.	District of Columbia	1,000	100
32.	Creative Networks, L.L.C.	Arizona	Res-Care, Inc. - 100 Units	100 Units
33.	EduCare Community Living - Normal Life, Inc.	Texas	1,000	100
34.	EduCare Community Living - Texas Living Centers, Inc.	Texas	1,000,000	1,000
35.	EduCare Community Living	Delaware	10,300,000	6,511,106

Schedule 5.12 - 1

Subsidiary		Incorporation State	(All Common Stock) Authorized Shares	Issued Shares
	Corporation-America
36.	EduCare Community Living Corporation-Gulf Coast	Texas	1,000,000	100,000
37.	EduCare Community Living Corporation-Missouri	Missouri	1,000	100
38.	EduCare Community Living Corporation-Nevada	Nevada	10,000	10,000
39.	EduCare Community Living Corporation-New Mexico	New Mexico	100,000	1,000
40.	EduCare Community Living Corporation-North Carolina	North Carolina	1,000,000	1,000
41.	EduCare Community Living Corporation-Texas	Texas	100,000	10,000
42.	EduCare Community Living Limited Partnership	Kentucky	Community Alternatives Texas Partners, Inc. — general partner interest
			EduCare Community Living - Normal Life, Inc. — limited partner interest
			Texas Home Management, Inc. — limited partner interest
43.	Employ-Ability Unlimited, Inc. (nonprofit)	Ohio
44.	Franklin Career College Incorporated	California	5,000,000	60
45.	General Health Corporation	Arizona	3,000,000	4,000
46.	Habilitation Opportunities of Ohio, Inc.	Ohio	750	100
47.	Hydesburg Estates, Inc.	Missouri	30,000	500
48.	Individualized Supported Living, Inc.	Missouri	30,000	1,100
49.	J. & J. Care Centers, Inc.	California	100,000	20,000
50.	Job Ready, Inc.	Alaska	100,000	1,600
51.	Maatwerk Nederland B.V.	Netherlands
52.	Maatwerk Reintegrations GmbH	Germany
53.	Maatwerk Support B.V.	Netherlands
54.	Middle East Training, LLC	Jordan
55.	Normal Life Family Services, Inc.	Louisiana	1,000	100
56.	Normal Life of California, Inc.	California	100	100
57.	Normal Life of Central Indiana, Inc.	Indiana	1,000	200
58.	Normal Life of Georgia, Inc.	Georgia	100	100
59.	Normal Life of Indiana	Indiana	Normal Life of Central Indiana, Inc. - 82.52%
			Normal Life of Southern Indiana, Inc. - 17.48%
60.	Normal Life of Lafayette, Inc.	Louisiana	1,000	1,000
61.	Normal Life of Lake Charles, Inc.	Louisiana	1,000	100
62.	Normal Life of Louisiana, Inc.	Louisiana	10,000	10,000
63.	Normal Life of Southern Indiana, Inc.	Indiana	1,000	1,000
64.	Normal Life, Inc.	Kentucky	1,750,000	906,833
65.	PeopleServe, Inc.	Delaware	3,000	1,000
66.	PeopleServe Limited	United Kingdom
67.	P.S.I. Holdings, Inc.	Ohio	1,000	100
68.	Pharmacy Alternatives, LLC	Kentucky	675 units	675 units

Schedule 5.12 - 2

Subsidiary		Incorporation State	(All Common Stock) Authorized Shares	Issued Shares
69.	RAISE Geauga, Inc.	Ohio	750	100
70.	Res-Care, Inc.	Kentucky
71.	Res-Care Alabama, Inc.	Delaware	3,000	1,000
72.	Res-Care Arkansas, Inc.	Delaware	3,000	1,000
73.	ResCare Bahrain W.L.L.	Bahrain	ResCare International, Inc. — 198
			ResCare DTS International, LLC - 2
74.	Res-Care California, Inc. d/b/a RCCA Services	Delaware	3,000	1,000
75.	ResCare DTS International, LLC	Delaware	1 unit	1 unit
76.	Res-Care Europe, Inc.	Delaware	3,000	1,000
77.	ResCare Finance, Inc.	Delaware	3,000	1,000
78.	Res-Care Florida, Inc.	Florida	1,000	100
79.	ResCare Gulf FZ-LLC	Dubai	50	50
80.	Res-Care Idaho, Inc.	Delaware	3,000	1,000
81.	Res-Care Illinois, Inc.	Delaware	3,000	1,000
82.	ResCare International, Inc.	Delaware	3,000	1,000
83.	Res-Care Iowa, Inc.	Delaware	3,000	1,000
84.	Res-Care Kansas, Inc.	Delaware	3,000	1,000
85.	ResCare Maatwerk B.V.	Netherlands
86.	Res-Care Michigan, Inc.	Delaware	3,000	1,000
87.	ResCare Netherlands B.V.	Netherlands
88.	Res-Care New Jersey, Inc.	Delaware	3,000	1,000
89.	Res-Care Ohio, Inc.	Delaware	3,000	1,000
90.	Res-Care Oklahoma, Inc.	Delaware	3,000	1,000
91.	ResCare Pennsylvania Health Management Services, Inc.	Delaware	3,000	1,000
92.	ResCare Pennsylvania Home Health Associates, Inc.	Delaware	3,000	1,000
93.	Res-Care Premier, Inc.	Delaware	3,000	1,000
94.	Res-Care Premier Canada, Inc.	Province of Ontario	Unlimited	1
95.	Res-Care Training Technologies, Inc.	Delaware	3,000	1,000
96.	ResCare UK Limited	United Kingdom
97.	Res-Care Washington, Inc.	Delaware	3,000	1,000
98.	Res-Care Wisconsin, Inc.	Delaware	3,000	1,000
99.	Rest Assured, LLC	Kentucky	1,500 units (only 1,000 (66.67%) owned by Res-Care Training Technologies, Inc.)
100.	Rockcreek, Inc.	California	1,000	200
101.	RSCR California, Inc.	Delaware	3,000	1,000
102.	RSCR Inland, Inc.	California	100,000	3
103.	RSCR West Virginia, Inc.	Delaware	3,000	1,000
104.	Skyview Estates, Inc.	Missouri	30,000	500
105.	Southern Home Care Services, Inc.	Georgia	1,000	1,543
106.	Tangram Rehabilitation Network, Inc.	Texas	500,000	226,946
107.	Texas Home Management, Inc.	Delaware	3,000	1,000
108.	THM Homes, Inc.	Delaware	3,000	1,000
109.	Upward Bound, Inc.	Missouri	30,000	500
110.	VOCA Corp.	Ohio	500	100
111.	VOCA Corporation of America	Ohio	1,000	100
112.	VOCA Corporation of Florida	Florida	1,000	100
113.	VOCA Corporation of Indiana	Indiana	1,000	100
114.	VOCA Corporation of Maryland	Maryland	100,000	100

Schedule 5.12 - 3

Subsidiary		Incorporation State	(All Common Stock) Authorized Shares	Issued Shares
115.	VOCA Corporation of New Jersey	New Jersey	10,000	100
116.	VOCA Corporation of North Carolina	North Carolina	100,000	100
117.	VOCA Corporation of Ohio	Ohio	750	100
118.	VOCA Corporation of West Virginia, Inc.	West Virginia	100	100
119.	VOCA of Indiana, LLC	Indiana	P.S.I. Holdings, Inc. - 1 Unit	100 Units
			VOCA Corporation of Indiana - 99 Units
120.	VOCA Residential Services, Inc.	Ohio	750	100
121.	Youthtrack, Inc.	Delaware	3,000	1,000

Schedule 5.12 - 4

Schedule 7.01(b)  Existing Liens

None.

Schedule 7.01(b) - 1

Schedule 7.02(e)  Existing Investments

1.All Subsidiaries listed in Schedule 5.12

2.40% membership interest in Alutiiq Professional Services, LLC, an Alaskan limited liability company.

3.Initial investment of $1,536,306 in Outlook America of Ohio, Inc., carried as a note receivable on the books of the Borrower, scheduled to mature March 2017.  The balance of the note at October 31, 2010 is $681,306.

Schedule 7.02(e) - 1

Schedule 7.02(w) Specified Investments

The Borrower, through an existing Subsidiary or one yet to be established, is contemplating an investment of not more than $10 million in a pharmacy joint venture (“JV”), in which the Borrower would ultimately have ownership of greater than 50%. The Borrower may also establish a working capital line of credit that may or may not be secured by a security interest in the assets of the JV. It is contemplated that the Operating Agreement of the JV may contain certain restrictions by such entity, including distributions, without approval of both members. It is contemplated that the JV would issue equity interests to another party that is not the Borrower or a Subsidiary.

The Borrower, through an existing Subsidiary or one yet to be established, is contemplating an investment of not more than $10 million in a foreign remote telecare initiative, either as a wholly-owned or joint venture (“JV”) investment.  The Borrower may also establish a working capital line of credit that may or may not be secured by a security interest in the assets of the JV.  It is contemplated that the Operating Agreement of the JV may contain certain restrictions by such entity, including distributions, without approval of both members.  It is contemplated that the JV would issue equity interests to another party that is not the Borrower or a Subsidiary.

Schedule 7.02(w) - 1

Schedule 7.03(b)  Existing Indebtedness

7 3/4 % Senior Notes due 2013 issued under the Indenture dated October 3, 2005 by and among Res-Care, Inc., the Subsidiary Guarantor parties thereto and Wells Fargo Bank, National Association, as Trustee, in the initial aggregate principal amount of $150,000,000.00, of which approximately 80% have been tendered as of December 20, 2010 and the remainder of which will either be tendered prior to 5:00 p.m. New York City Time on December 21, 2010 (with all tendered Senior Notes being repurchased and cancelled on the Closing Date), or in respect of which a notice of redemption will be issued by Res-Care, Inc. on December 22, 2010 providing for a redemption date for all non-tendered Senior Notes of January 21, 2011.

Schedule 7.03(b) - 1

Schedule 7.03(q)  Specified Indebtedness

1.ResCare Netherlands B.V., a wholly-owned Dutch subsidiary owned 100% by Res-Care Europe, Inc., currently maintains an unsecured overdraft line of credit with JP Morgan Chase Bank, N.A. (its UK subsidiary) in the amount equivalent to USD $5 million. It is contemplated this line of credit may be increased to the equivalent of USD $7 million for purposes of funding working capital and other administrative purposes on behalf of its Dutch and German subsidiaries:

ResCare PeopleServe Support B.V.
ResCare PeopleServe B.V.
ResCare PeopleServe GmbH

Or other foreign subsidiaries that may be established at some time in the future.

As of November 30, 2010 there was €2,928,154 outstanding, equivalent to USD $3,801,037.

2.The Borrower, through a Subsidiary yet to be established, is contemplating an investment of not more than $10 million in a pharmacy joint venture (“JV”), in which the Borrower would ultimately have ownership of greater than 50%. The Borrower may also establish a working capital line of credit that may or may not be secured by a security interest in the assets of the JV. It is contemplated that the Operating Agreement of the JV may contain certain restrictions by such entity, including distributions, without approval of both members.

3.The Borrower, through an existing Subsidiary or one yet to be established, is contemplating an investment of not more than $10 million in a foreign remote telecare initiative, either as a wholly-owned or joint venture (“JV”) investment.  The Borrower may also establish a working capital line of credit that may or may not be secured by a security interest in the assets of the JV.  It is contemplated that the Operating Agreement of the JV may contain certain restrictions by such entity, including distributions, without approval of both members.  It is contemplated that the JV would issue equity interests to another party that is not the Borrower or a Subsidiary.

Schedule 7.03(q) - 1

Schedule 7.05      Specified Dispositions

1.Disposition of the following operations:

A.The possible disposition of the Acquired Brain Injury operations of several Subsidiaries, currently serving approximately 140 clients in five states plus Canada. Revenues are approximately $14 million annually, with approximate annualized contribution (EBIT) of $2 million.

B.The possible disposition of the Borrower’s international Employment Training Service operations located in the UK, The Netherlands, Germany and France. Revenues are approximately $21 million annually, with approximate annualized contribution (EBIT) of -$5 million.

C.The possible disposition of the Borrower’s mental retardation/developmental disability operations in Illinois, serving approximately 100 clients. Revenues are approximately $6.4 million annually, with approximate annualized contribution (EBIT) of $1.8 million.

2.Dispositions of the following properties:

Focus Building 2801 East Highway 160 Winfield, KS Cowley County	Oak Meadows 1313 East Seventh Street Auburn, IN 46706 Dekalb County
Danville 1215 Holiday Drive Danville, IL 61832 Vermillion County	Three Acres of Vacant Land on School Property 7785 West Peoria Avenue Peoria, AZ 85345 Maricopa County
Roosevelt 1501 Shoemaker Drive Murphysboro, IL 62966 Jackson County	Higgins 567 State Route 141 N Morganfield, KY 42437 Union County

Schedule 7.05 - 1

Schedule 7.09      Certain Contractual Obligations

None.

Schedule 7.09 - 1

Schedule 7.14      Sale/Leaseback Transactions

Properties	City	State	ResCare Purchase/ Cost		NBV as of 10/31/2010		Appraisal/ Estimated Sales Price
1606 42nd St NW	Canton	OH	$	342,347	$	217,320	$	215,000
512 Kaylynn St NE	Massillon	OH	$	357,073	$	223,338	$	215,000
16020 Jennings Rd	Fenton	MI	$	270,928	$	239,512	$	270,000
14425 Highway 21 S.	Bogalusa	LA	$	295,854	$	223,405	$	295,000
408 Reed St	S. Whitley	IN	$	235,638	$	204,867	$	240,000
5990 E 500 North	Churubusco	IN	$	220,456	$	180,484	$	230,000
3814 Walden Run	Ft Wayne	IN	$	221,014	$	181,231	$	225,000
272 W. Main St.	Salem	WV	$	304,787	$	202,447	$	270,000
826 Lakeview Dr.	Parkersburg	WV	$	266,863	$	122,110	$	260,000
38511 Sharp Lane	Ponchatula	LA	$	254,139	$	227,789	$	250,000
5183 Genesee	Lapeer	MI	$	294,437	$	272,212	$	280,000
42450 Pelican Drive	Ponchatoula	LA	$	294,437	$	272,212	$	280,000
TOTAL			$	3,357,973	$	2,566,927	$	3,030,000

A-1

EXHIBIT A

[FORM OF]

COMMITTED LOAN NOTICE

To:          JPMorgan Chase Bank, N.A., as Administrative Agent

[Date]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Onex ResCare Acquisition, LLC, a Delaware limited liability company, Res-Care, Inc., a Kentucky corporation, Onex Rescare Holdings Corp., a Delaware corporation, the other Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned Borrower hereby requests (select one):

o A Borrowing of new Loans

o A conversion of Loans made on:

o A continuation of Eurocurrency Rate Loans made on:

to be made on the terms set forth below:

(A)	Class of Borrowing:(1)
(B)	Date of Borrowing, conversion or continuation (which is a Business Day):
(C)	Principal amount:(2)
(D)	Type of Loan:(3)
(E)	Interest Period and the last day thereof:(4)

(1)Term B or Revolving Credit.

(2)Eurocurrency borrowing minimum of $2,500,000, as applicable, and borrowings also allowed in whole multiples of $500,000, in excess thereof, as applicable.  Base Rate borrowing minimum of $500,000 and borrowings also allowed in whole multiples of $100,000 in excess thereof.

(3)Specify Eurocurrency or Base Rate.

(4)Applicable for Eurocurrency Borrowings/Loans only.

A-2

(F) Location and number of Borrower’s account to which proceeds of Borrowings are to be disbursed:

[The undersigned Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of this Committed Loan Notice and on the date of the related Borrowing, the conditions to lending specified in Section 4.03 of the Credit Agreement will be satisfied as of the date of the Borrowing set forth above.](5)

[BORROWER[S]]
By:
	Name:
	Title:

(5)Insert bracketed language if the Borrower is making a Request for Credit Extension after the Closing Date.

A-3

EXHIBIT B

[FORM OF]

SWING LINE LOAN NOTICE

To:JPMorgan Chase Bank, N.A., as Administrative Agent

JPMorgan Chase Bank, N.A., as Swing Line Lender

[Date]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Onex ResCare Acquisition, LLC, a Delaware limited liability company, Res-Care, Inc., a Kentucky corporation, Onex Rescare Holdings Corp., a Delaware corporation, the other Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.  The undersigned Borrower hereby gives you notice pursuant to Section 2.04(b) of the Credit Agreement that it requests a Swing Line Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Swing Line Borrowing is requested to be made:

(A)	Principal Amount to be Borrowed:(1)
(B)	Date of Borrowing (which is a Business Day):
(C)	Location and number of Borrower’s account to which proceeds of Borrowings are to be disbursed:

(1)Borrowing minimum of $100,000.

B-1

The undersigned Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of this Swing Line Loan Notice and on the date of the related Swing Line Borrowing, the conditions to lending specified in Section 4.03 of the Credit Agreement will be satisfied as of the date of the Borrowing set forth above.

[BORROWER[S]]
By:
	Name:
	Title:

B-2

EXHIBIT C-1

LENDER:  [·]

PRINCIPAL AMOUNT:  $[·]

[FORM OF] TERM B NOTE

[Date]

FOR VALUE RECEIVED, the undersigned, ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (together with its successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Amended and Restated Credit Agreement dated as of December 22, 2010 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent) (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to Term B Loans made by the Lender to Borrowers pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Term B Loans made by the Lender to Borrowers pursuant to the Credit Agreement.

Borrowers promise to pay interest on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in, and in accordance with, the Credit Agreement.

Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever (except as otherwise expressly contemplated by the Loan Documents).  The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of Borrowers under this note.

This note is one of the Term B Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.  This note may be executed by one or more of the parties to this note on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

C-1-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

THIS TERM B NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES.  BEGINNING NO LATER THAN TEN (10) DAYS AFTER THE ISSUE DATE OF THIS TERM B NOTE, THE HOLDER OF THIS TERM B NOTE MAY REQUEST, AND WILL PROMPTLY BE MADE AVAILABLE UPON REQUEST, THE FOLLOWING INFORMATION WITH RESPECT TO THE TERM B NOTE: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY.  ANY REQUEST SHALL BE MADE TO THE BORROWERS, [               ], [ATTENTION: GENERAL COUNSEL AND CHIEF FINANCIAL OFFICER].

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

C-1-2

ONEX RESCARE ACQUISITION, LLC
By:
	Name:
	Title:
RES-CARE, INC.
By:
	Name:
	Title:

C-1-3

LOANS AND PAYMENTS

Date Amount of
Loan Maturity Date Payments of
Principal/Interest Principal
Balance of
Note Name of
Person
Making the
Notation

C-1-4

EXHIBIT C-2

LENDER:  [·]

PRINCIPAL AMOUNT:  $[·]

[FORM OF] REVOLVING CREDIT NOTE

[Date]

FOR VALUE RECEIVED, the undersigned, ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (together with its successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the Lender set forth above (the “Lender”) or its registered assigns, in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Amended and Restated Credit Agreement dated as of December 22, 2010 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent) (A) on the dates set forth in the Credit Agreement, the lesser of (i) the principal amount set forth above and (ii) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from time to time outstanding on each such Revolving Credit Loan at the rate or rates per annum and payable on such dates, as provided in the Credit Agreement.

Borrowers promise to pay interest on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in, and in accordance with, the Credit Agreement.

Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever (except as otherwise expressly contemplated by the Loan Documents).  The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of Borrowers under this note.

This note is one of the Revolving Credit Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.  This note may be executed by one or more of the parties to this note on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

C-2-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

C-2-2

ONEX RESCARE ACQUISITION, LLC
By:
	Name:
	Title:
RES-CARE, INC.
By:
	Name:
	Title:

C-2-3

LOANS AND PAYMENTS

Date Amount of
Loan Maturity Date Payments of
Principal/Interest Principal
Balance of
Note Name of
Person Making
the
Notation

C-2-4

EXHIBIT C-3

LENDER:  [·]

PRINCIPAL AMOUNT:  $[·]

[FORM OF] SWING LINE NOTE

[Date]

FOR VALUE RECEIVED, the undersigned, ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (together with its successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the Lender set forth above (the “Lender”) or its registered assigns, in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Amended and Restated Credit Agreement dated as of December 22, 2010 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrowers, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent) (A) on the dates set forth in the Credit Agreement, the lesser of (i) the principal amount set forth above and (ii) the aggregate unpaid principal amount of all Swing Line Loans made by the Lender to Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from time to time outstanding on each such Swing Line Loan at the rate or rates per annum and payable on such dates as provided in the Credit Agreement.

Borrowers promise to pay interest on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in, and in accordance with, the Credit Agreement.

Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever (except as otherwise expressly contemplated by the Loan Documents).  The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of Borrowers under this note.

This note is one of the Swing Line Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.  This note may be executed by one or more of the parties to this note on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

C-3-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

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

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

C-3-2

ONEX RESCARE ACQUISITION, LLC
By:
	Name:
	Title:
RES-CARE, INC.
By:
	Name:
	Title:

C-3-3

LOANS AND PAYMENTS

Date Amount of
Loan Maturity Date Payments of
Principal/Interest Principal
Balance of
Note Name of
Person Making
the
Notation

C-3-4

EXHIBIT D

[FORM OF]

COMPLIANCE CERTIFICATE

Reference is made to the Amended and Restated Credit Agreement dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (collectively, the “Borrowers”), Onex Rescare Holdings Corp., a Delaware corporation (“Holdings”), the other the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent (capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein).  Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, solely in his/her capacity as a Responsible Officer of Holdings, certifies as follows:

1.[Attached hereto as Exhibit A is the consolidated balance sheet of Holdings and its Subsidiaries as of [                    ], 20[  ] and the related consolidated statements of income or operations, stockholders’ equity and cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion has been prepared in accordance with generally accepted auditing standards and not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.  [Also attached hereto as Exhibit A are the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.]](1)

2.[Attached hereto as Exhibit A is the consolidated balance sheet of Holdings and its Subsidiaries as of [                    ], 20[  ] and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail. These present fairly in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. [Also attached hereto as Exhibit A are the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.]](2)

3.[Attached as Exhibit B hereto is a detailed consolidated budget for 20[  ] (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of 20[  ],

(1)To be included if accompanying annual financial statements only.

(2)To be included if accompanying quarterly financial statements only.

D-1

the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections are prepared in good faith and are based on the reasonable assumptions at the time of preparation of such Projections.  Actual results may vary from such Projections and such variations may be material.](3)

4.To my knowledge, except as otherwise disclosed to the Administrative Agent pursuant to the Credit Agreement, no Default has occurred.  [If unable to provide the foregoing certification, describe in reasonable detail the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto on Annex A attached hereto.] [Attached as Exhibit C hereto is the certificate of an independent registered public accounting firm of nationally recognized standing certifying that to their knowledge after making the necessary examination, there is no Event of Default under Section 7.10 of the Credit Agreement.](4)

5.[The following represent true and accurate calculations, in all material respects as of [              ], 20[   ], to be used to determine compliance with the covenants set forth in Section 7.10 of the Credit Agreement:

Total Leverage Ratio:
Consolidated Total Debt=	[             ]
Consolidated EBITDA=	[             ]
Actual Ratio=	[             ] to 1.0
Required Ratio=	[             ] to 1.0
Interest Coverage Ratio:
Consolidated EBITDA=	[             ]
Consolidated Interest Expense=	[             ]
Actual Ratio=	[             ] to 1.0
Required Ratio=	[             ] to 1.0
[Capital Expenditures:
Actual Capital Expenditures:	$	[               ]
Base Cap on Capital Expenditures:	$	[  ],000,000
Restructuring Capital Expenditures	$	[               ]
Base Cap on Restructuring Capital Expenditures	$	10,000,000
CapEx Pull-Forward Amount use in previous year:	$	([              ]	)
CapEx Pull-Forward Amount from subsequent year:	$	[               ]
Rollover Amount from previous year:	$	[               ]
Cumulative Credit utilized for Capital Expenditures:	$	[               ]
Rollover Amount available for next year:	$	[               ]]	(5)

(3)To be included only in annual compliance certificate.

(4)To be included only in annual compliance certificate.

(5)Only required to be provided in compliance certificate provided with audited financial statements, commencing with audited financials for year ending December [31], 2011.

D-2

Supporting detail showing the calculation of Total Leverage Ratio and Consolidated Interest Expense is attached hereto as Schedule 1.](6)

6.[Attached hereto as Schedule 2 are detailed calculations setting forth Excess Cash Flow.](7)

7.[Attached hereto is the information required by Section 6.02(e) of the Credit Agreement.]](8)

(6)Insert if Section 7.10 is applicable for the reporting period.

(7)To be included only in annual compliance certificate.

(8)Items 4 and 6 may be disclosed in a separate certificate no later than 5 business days after delivery of the financial statements pursuant to Section 6.02(a) of the Credit Agreement.

D-3

SCHEDULE 1

(A)	Total Leverage Ratio: Consolidated Total Debt to Consolidated EBITDA
(1)	Consolidated Total Debt as of [        ], 20[   ]:
	At any date of determination, the aggregate principal amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date (consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition, (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof and (z) excluding Indebtedness in respect of letters of credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder) in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP minus
	the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) that is held by Holdings and its Restricted Subsidiaries free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (k), (p), (q)(i) and (ii), (y) (solely to the extent such Liens under such clause (y) are Liens on Collateral that are junior to the Liens securing the Obligations and subject to a Junior Lien Intercreditor Agreement) and (dd), which cash and Cash Equivalents, from and after the fiscal quarter ending March 31, 2011, in an amount not to exceed $50,000,000
(2)	Consolidated EBITDA:
(a)	Consolidated Net Income:
	(i)for any period, the net income (loss) attributable to Holdings and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication:
	(A)extraordinary items (including gains or losses and all fees and expenses relating thereto) for such period (which, solely for purposes of calculating Consolidated EBITDA shall be the after-tax effect of such extraordinary items);
	(B)the cumulative effect of a change in accounting principles during such period to

Schedule 1-1

the extent included in Consolidated Net Income; 

(C)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful;

(D)accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP;

(E)the net income (loss) for such period of any Person that is not a Subsidiary of Holdings, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period;

(F)any impairment charge, goodwill write-off or asset write-off, including impairment charges or asset write-offs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

Schedule 1-2

(G)any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Corporate Co-Borrower or any of its direct or indirect parents in connection with the Transactions;

(H)any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the Credit Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

(I)            to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption;

(J)(i) the non-cash portion of “straight-line” rent expense and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense;

(K)non-cash charges for deferred tax asset valuation allowances; and

Schedule 1-3

(L)   the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Restricted Subsidiaries (other than the Acquired Business) (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section 1.09 of the Credit Agreement).

For the avoidance of doubt, revenue will be accounted for on a GAAP basis and the recognition of any deferred revenue will be included in Consolidated Net Income in the same period as recognized for GAAP.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments (including the effects of such adjustments pushed down to Holdings and its Restricted Subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

(b)plus, without duplication and, except with respect to clause (vii) below, to the extent deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following:

(i)total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of capitalized lease obligations, (e) net payments, if any, pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (g) any changes in interest rates in any of the Acquired Business’ banking agreements existing on the Closing Date resulting from a change of control and (h) any expensing of bridge, commitment and other financing

Schedule 1-4

fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds (whether amortized or immediately expensed);

(ii)provision for taxes based on income, profits or capital of Holdings and its Restricted Subsidiaries, including, without limitation, federal, state, franchise, excise and similar taxes (such as Delaware franchise tax) and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations;

(iii)depreciation and amortization (including amortization of intangible assets and deferred financing fees or costs);

(iv)severance, relocation costs and expenses, business optimization costs and expenses, Transaction Expenses, integration costs, transition costs, facility start-up costs, consolidation and closing costs for facilities, costs incurred in connection with any strategic initiatives, costs incurred in connection with acquisitions after the Closing Date and other restructuring charges, accruals or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of facilities, retention charges and excess pension charges); provided that the aggregate amount of all items added back pursuant to this clause (iv) (other than Transaction Expenses incurred, accrued or paid no later than the end of the first full fiscal quarter ending after the Closing Date) in any period of four consecutive fiscal quarters shall not to exceed 10.0% of Consolidated EBITDA (prior to giving effect to this clause (iv)) for such period of four consecutive fiscal quarters;

(v)the amount of management, monitoring, consulting and advisory fees (or any accruals relating to such fees and related expenses) during such period to the extent permitted under Section 7.08 of the Credit Agreement in an aggregate amount of all items deducted pursuant to this clause (v) not to exceed $3,000,000 in any period of four consecutive fiscal quarters plus any related expenses paid or accrued to the Investors;

Schedule 1-5

(vi)any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or its Restricted Subsidiaries or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) solely to the extent such cash proceeds are excluded from the calculation of Cumulative Credit;

(vii)commencing on the first anniversary of the Closing Date, the amount of net “run-rate” cost savings, operating improvements and operating expense reductions projected by the Borrower in good faith to be realized as a result of specified actions taken or committed to be taken during such period (calculated as though such cost savings, operating improvements and operating expense reductions had been realized on the first day of such period and as if such cost savings, operating improvements and operating expense reductions were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions;(1)

(viii)any net loss from disposed, abandoned or discontinued operations and product lines;

(ix)   non-cash expenses, charges and losses (including impairment charges or asset write-offs, losses from investments recorded using the equity method, stock-based awards compensation expense), in each case other than any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period; provided that if any non-cash charges referred to in this clause (ix) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect

(1)(A) A duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a) of the Credit Agreement, certifying that (x) such cost savings and operating expense reductions are reasonably expected and factually supportable in the good faith judgment of the Borrower and (y) such actions are to be taken within 12 months after the consummation of the acquisition, Disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings and expense reductions, (B) no cost savings or operating expense reductions shall be added pursuant to clause (vii) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) the aggregate amount of cost savings and operating expense reductions (other than in respect of Dispositions) added back pursuant to clause (vii) in any period of four consecutive fiscal quarters shall not exceed (1) with respect to any individual acquisition, 10.0% of the Consolidated EBITDA attributable to such acquired entity or assets for such period of four consecutive fiscal quarters and (2) with respect to  all initiatives under this clause (vii), 10.0% of Consolidated EBITDA (prior to giving effect to the add back of any items described in clause (vii)) in the aggregate for any period of four consecutive fiscal quarters and (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to clause (vii) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings and operating expense reductions.

Schedule 1-6

thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid;

(x)   any losses, and all fees, expenses and charges, attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower;

(xi)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous periods and not added back;

(xii)nonrecurring items considered unusual and non-operating in nature; and

(xiii)to the extent the Selk Matter results in a charge that would reduce Consolidated EBITDA, the amount of such charge incurred during the applicable period but in any event not in excess of the lesser of (x) $54,000,000 and (y) the actual amount of the final judgment rendered in the Selk Matter plus any related costs, fees and expenses;

(c)minus, without duplication and to the extent included in arriving at such Consolidated Net Income the sum of the following:

(i)non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

(ii)any net gain from disposed, abandoned or discontinued operations, and

(iii)any net after-tax effect of gains attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by the Borrower

provided that, :

(A)to the extent included in Consolidated Net Income, there shall

Schedule 1-7

be excluded in determining Consolidated EBITDA (x) currency translation gains and losses due solely to fluctuations in currency values and the related tax effects (including the net loss or gain (i) resulting from Swap Contracts for currency exchange risk and (ii) resulting from intercompany indebtedness) and (y) gains or losses on Swap Contracts,
(B)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Financial Accounting Standards Accounting Codification No. 815 — Derivatives and Hedging and International Accounting Standard No. 39 and their respective related pronouncements and interpretations,
(C)to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments, and
(D)there shall be excluded in determining Consolidated EBITDA for any period any after-tax effect of non-recurring items (including gains or losses and all fees and expenses relating thereto) relating to curtailments or modifications to pension and post-retirement employee benefit plans for such period.
Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under the Credit Agreement for any period that includes (x) any of the fiscal quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, Consolidated EBITDA for such fiscal quarters shall be $28,491,000, $29,117,000 and $29,512,000, respectively or (y) any other period occurring prior to the Closing Date, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Transactions,
Consolidated EBITDA
Consolidated Total Debt to Consolidated EBITDA	[     ]:1.00
Covenant Requirement	No more than [     ]:1.00
(B)Interest Coverage Ratio: Consolidated EBITDA to Consolidated Interest Expense
(1)Consolidated EBITDA
(2)Consolidated Interest Expense:
the sum, without duplication, of:
(i)the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of Holdings

Schedule 1-8

and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under interest rate Swap Contracts,
(ii)any dividends or distributions in respect of Disqualified Equity Interests, and
(iii)any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period
but excluding,
(a)amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Financial Accounting Standards Accounting Codification No. 815 — Derivatives and Hedging International Accounting Standard No. 39, (d)  all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP, (e)  annual agency fees paid to the Administrative Agent and (f) costs associated with obtaining interest rate Swap Contracts.
Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be actual Consolidated Interest Expense of the Corporate Co-Borrower.
Consolidated EBITDA to Consolidated Interest Expense	[   ]:1.00
Covenant Requirement	No less than [   ]:1.00

Schedule 1-9

[SCHEDULE 2

Excess Cash Flow Calculation:(1)

(a)the sum, without duplication of:

(i)Consolidated Net Income for this period,

(ii)an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income,

(iii)decreases in Consolidated Working Capital of Holdings and its Restricted Subsidiaries for this period (other than any such decreases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries completed during this period), and

(iv)an amount equal to the aggregate net non-cash loss on Dispositions by Holdings and its Restricted Subsidiaries during this period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income.

(b)minus the sum, without duplication, of:

(i)an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (A) through (I) of the calculation of Consolidated Net Income above,

(ii)without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures accrued or made in cash or accrued during such period, to the extent that such Capital Expenditures or acquisitions of intellectual property to the extent the cost thereof is treated as a capitalized expense made in cash during such period,

(1)Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and its Restricted Subsidiaries on a consolidated basis.

Schedule 2-1

(iii)the aggregate amount of all principal payments of Indebtedness of Holdings or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 but excluding (W) all prepayments, redemptions or repurchases in respect of any Junior Financing, (X) all voluntary and mandatory prepayments of Term Loans, (Y) all prepayments of Revolving Credit Loans and Swing Line Loans made during such period and (Z) all payments in respect of any other revolving credit facility made during such period, except (aa) in the case of clause (Z) to the extent there is an equivalent permanent reduction in commitments thereunder and (bb) in the case of clause (Y) prepayments of Revolving Credit Loans in an aggregate amount not to exceed $20,000,000 during the term of this Agreement),

(iv)an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v)increases in Consolidated Working Capital of Holdings and its Restricted Subsidiaries for this period (other than any such increases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries during this period),

(vi)scheduled cash payments by Holdings and its Restricted Subsidiaries during this period in respect of long-term liabilities of Holdings and its Restricted Subsidiaries other than Indebtedness,

(vii)without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount actually paid by Holdings and its Restricted Subsidiaries in cash during such period on account of Permitted Acquisitions,

(viii)the amount of Restricted Payments paid during such period pursuant to Sections 7.06(e), 7.06(h), 7.06(k) and 7.06(n) of the Credit Agreement,

(ix)the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

(x)the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such period that are required to

Schedule 2-2

be made in connection with any prepayment or satisfaction and discharge of Indebtedness,
(xi)without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contacts (the “Contract Consideration”) entered into prior to or during this period relating to Investments (including Permitted Acquisitions) or Capital Expenditures or acquisitions of intellectual property (to the extent not expensed) to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments required to be made that have been added to Excess Cash Flow, in each case during the period of four consecutive fiscal quarters of Holdings following the end of this period,
(xii)the amount of cash taxes (including penalties and interest) paid or tax reserves set aside (without duplication and to the extent any such tax reserves are for taxes payable within twelve months) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for this period,
(xiii)cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income,
(xiv)the amount of cash payments made in respect of pensions and other post-employment benefits in such period to the extent not deducted in arriving at such Consolidated Net Income,
(xv)the amount of cash and Cash Equivalents subject to cash collateral or other deposit arrangements made with respect to Letters of Credit or Swap Contracts permitted under Article VII of the Credit Agreement during such period,
(xvi)cash payments made in respect of any pension or other post employment benefit liabilities during such period, and
(xvii)any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset.
Excess Cash Flow	]

Schedule 2-3

IN WITNESS WHEREOF, the undersigned, solely in his/her capacity as a Responsible Officer of [                          ], has executed this certificate for and on behalf of [                          ] and has caused this certificate to be delivered this          day of                           , 20[  ].

[BORROWER]

By:
	Name:
	Title:

Schedule 2-4

EXHIBIT E

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below).  Capitalized terms used in this Assignment and Assumption and not otherwise defined herein shall have the meanings specified in the Amended and Restated Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Onex ResCare Acquisition, LLC, a Delaware limited liability company, Res-Care, Inc., a Kentucky corporation, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement, any other Loan Documents and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including participations in any Letters of Credit or Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.Assignor (the “Assignor”):

2.Assignee (the “Assignee”):

Assignee is an Affiliate of: [Name of Lender]

Assignee is an Approved Fund of: [Name of Lender]

3.Borrower: [                          ]

4.Administrative Agent: JPMorgan Chase Bank, N.A.

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5.Assigned Interest:

Facility	Aggregate Amount of Commitment/Loans of all Lenders	Amount of Commitment/Loans Assigned(1)	Percentage Assigned of Aggregate Commitment/ Loans of all Lenders(2)
Revolving Credit Commitments	$	$		%
Term B Loan	$	$		%

Effective Date of Assignment (the “Effective Date”):(3)

(1)Subject to the amount requirements set forth in Section 10.07(b)(ii)(A) of the Credit Agreement.

(2)Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

(3)To be inserted by the Administrative Agent and which shall be the effective date of recordation of the transfer in the register therefor.

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The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR], as
Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE], as
Assignee
By:
	Name:
	Title:

E-3

[Consented to and](4) Accepted:

JPMORGAN CHASE BANK, N.A.
as Administrative Agent
By
	Name:
	Title:
[Consented to:
JPMORGAN CHASE BANK, N.A.
as L/C Issuer
By:
	Name:
	Title: (5)

(4)No consent of the Administrative Agent shall be required for (i) an assignment to an Agent or an Affiliate of an Agent, (ii) an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (iii) an assignment of all or any portion of a Revolving Credit Commitment to a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender.

(5)No consent of any L/C Issuer shall be required for (i) an assignment to an Agent or an Affiliate of an Agent or (ii) an assignment of a Term Loan.

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[Consented to:

[BORROWER]

By:
	Name:
	Title:](6)(7)

(6)The Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof.

(7)No consent of the Borrower shall be required for (i) an assignment of all or a portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) an assignment related to Revolving Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender or (iii) if a Specified Default has occurred and is continuing, any other Assignee.

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Annex 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1.             Representations and Warranties.

1.1           Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings or any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by Holdings, or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.          Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from and after the Effective Date, it shall be bound by the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender under the Credit Agreement, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 4.01(g) or 6.01 of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (vi) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption is an Administrative Questionnaire as required by the Credit Agreement and (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 3.01 of the Credit Agreement.

2.             Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

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3.             General Provisions.

3.1           In accordance with Section 10.07 of the Credit Agreement, upon execution, delivery, acceptance and recording of this Assignment and Assumption, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender under the Credit Agreement with a Commitment as set forth herein and (b) the Assignor shall, to the extent of the Assigned Interest assigned pursuant to this Assignment and Assumption, be released from its obligations under the Credit Agreement (and, in the case that this Assignment and Assumption covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party to the Credit Agreement but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 thereof with respect to facts and circumstances occurring prior to the effective date of this assignment).

3.2           This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  This Assignment and Assumption may be executed by one or more of the parties to this Assignment and Assumption on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  This Assignment and Assumption and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with the law of the state of New York.

E-7

EXHIBIT F

[FORM OF]

U.S. SECURITY AGREEMENT

(To be provided separately)

F-1

EXECUTION COPY

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of December 22, 2010 by and among ONEX RESCARE HOLDINGS CORP., a Delaware corporation (“Holdings”), ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company (the “LLC Co-Borrower”), RES-CARE, INC., a Kentucky corporation (the “Corporate Co-Borrower”, and together with the LLC Co-Borrower, collectively, the “Borrower”) and the other Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement by executing a supplement hereto (a “Security Agreement Supplement”) in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) and the other Holders of Secured Obligations referred to below.

PRELIMINARY STATEMENT

WHEREAS, Holdings, the LLC Co-Borrower, the Corporate Co-Borrower, the Administrative Agent and the Lenders are entering into an Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), which Credit Agreement amends and restates in its entirety the Previous Credit Agreement and the Previous Guaranty Agreement (each as defined in the Credit Agreement);

WHEREAS, the Credit Agreement, among other things, re-evidences (i) the Corporate CoBorrower’s outstanding obligations under the Previous Credit Agreement and (ii) the Initial Grantors’ obligations under the Previous Guaranty Agreement, and provides, subject to the terms thereof, for future extensions from time to time of credit and other financial accommodations by the Lenders to the Borrower;

WHEREAS, in order to induce the Lenders to enter into and extend credit to the Corporate Co-Borrower under the Previous Credit Agreement, the Initial Grantors entered into the Second Amended and Restated Security Agreement, dated as of January 28, 2010, with the Administrative Agent, which agreement in turn amended and restated a certain Security Agreement, dated as of December 31, 2003, with the Administrative Agent (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Security Agreement”); and

WHEREAS, each Initial Grantor party to the Existing Security Agreement wishes to reaffirm its obligations under the terms of the Existing Security Agreement and wishes to amend and restate the terms of the Existing Security Agreement;

ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Holders of Secured Obligations, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1.          Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

1.2.          Terms Defined in New York UCC. Terms defined in the New York UCC which are not otherwise defined in this Security Agreement are used herein as defined in the New York UCC unless the context requires otherwise.

1.3.          Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings:

“Accounts” shall have the meaning set forth in Article 9 of the New York UCC.

“Article” means a numbered article of this Security Agreement, unless another document is specifically referenced.

“Chattel Paper” shall have the meaning set forth in Article 9 of the New York UCC.

“Collateral” means all Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Pledged Deposits, Supporting Obligations and Other Collateral, wherever located, in which any Grantor now has or hereafter acquires any right or interest, and the proceeds (including Stock Rights), insurance proceeds and products thereof, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto, but in no event shall “Collateral” include any Excluded Assets.

“Commercial Tort Claims” means those certain then existing commercial tort claims (as defined in Article 9 of the New York UCC) of any Grantor, including each commercial tort claim specifically described in Exhibit “F”.

“Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“Default” means an event described in Section 5.1 hereof.

“Deposit Account Control Agreement” means an agreement, in form and substance satisfactory to the Administrative Agent, among any Grantor, a banking institution holding such Grantor’s funds, and the Administrative Agent with respect to collection and Control of all deposits and balances held in a Deposit Account maintained by any Grantor with such banking institution.

“Deposit Accounts” shall have the meaning set forth in Article 9 of the New York

UCC. “Documents” shall have the meaning set forth in Article 9 of the New York

UCC. “Equipment” shall have the meaning set forth in Article 9 of the New York UCC.

“Excluded Assets” shall mean:

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(i)any rights of a Grantor with respect to any contract, lease, license or other agreement if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation (including a breach or default) of, a restriction in respect of, or result in the abandonment, invalidation or unenforceability of, such rights in favor of a third party or in conflict with any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained or (y) expressly give any other party (other than another Grantor or its Affiliates) in respect of any such contract, lease, license or other agreement, the right to terminate its obligations thereunder; provided, however, that the limitation set forth in this clause (i) shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Security Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable Law, including the UCC; provided, further, that, at such time as the condition causing the conditions in subclauses (x) and (y) of this clause (i) shall be remedied, whether by contract, change of law or otherwise, the contract, lease, instrument, license or other documents shall immediately cease to be an excluded pursuant to this clause (i), and any security interest that would otherwise be granted herein shall attach immediately to such contract, lease, instrument, license or other agreement, or to the extent severable, to any portion thereof that does not result in any of the conditions in subclauses (x) or (y) above;

(ii)any assets of a Grantor to the extent and for so long as the pledge of or security interest in such assets is prohibited by law and such prohibition is not overridden by the UCC or other applicable law;

(iii)any trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of such trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such trademark application prior to such filing would adversely affect the enforceability, validity, or other rights in such trademark application;

(iv)assets owned by any Grantor on the date hereof or hereafter acquired that are subject to a Lien of the type described in Section 7.01(r), (t) and (x) of the Credit Agreement (to the extent relating to Liens originally incurred pursuant to Section 7.01(r) or (t)) that is permitted to be incurred pursuant to the Credit Agreement, if and to the extent that the contract or other agreement pursuant to which such Lien is granted or to which such assets are subject (or the documentation relating thereto) prohibits the creation of any other Lien on such asset;

(v)any particular assets if, in the reasonable judgment of the Borrower evidenced in writing and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), creating a pledge thereof or security interest therein to the Administrative Agent for the benefit of the Secured Parties would result in any material adverse tax consequences to Holdings or its Restricted Subsidiaries;

(vi)any particular assets if, in the reasonable judgment of the Administrative Agent, determined in consultation with the Borrower and evidenced in writing, the burden, cost or consequences (including any adverse tax consequences) to Holdings or its Restricted Subsidiaries of creating or perfecting such pledges or security interests in such assets in favor of the Administrative Agent for the benefit of the Secured Parties is excessive in relation to the benefits to be obtained therefrom by the Secured Parties;

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(vii)Equity Interests that are voting stock of (x) any Excluded Subsidiary described in clause (c) of the definition of “Excluded Subsidiary” in the Credit Agreement other than a first-tier Foreign Subsidiary of a Grantor or (y) any U.S.-Owned DRE, in each case of clause (x) or (y) representing in excess of 65% of the total voting power of all outstanding voting stock of such first-tier Foreign Subsidiary of a Grantor or such U.S.-Owned DRE but 100% of the Equity Interests not constituting voting stock of any such first-tier Foreign Subsidiary of a Grantor or such U.S.-Owned DRE shall not be treated as Excluded Assets, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for this purpose;

(viii)(i) Deposit Accounts the balance of which consists exclusively of withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the relevant Grantor to be paid to the Internal Revenue Service or state or local government agencies and (ii) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts;

(ix)any Corporate-Co Borrower Margin Stock;

(x)any assets in respect of which a security interest is not required to be created or perfected under the Collateral and Guarantee Requirement; and

(xi)any assets owned by any Excluded Subsidiary.

“Exhibit” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

“Fixtures” shall have the meaning set forth in Article 9 of the New York UCC.

“General Intangibles” shall have the meaning set forth in Article 9 of the New York UCC.

“Goods” shall have the meaning set forth in Article 9 of the New York UCC.

“Holders of Secured Obligations” shall mean the Secured Parties.

“Instruments” shall have the meaning set forth in Article 9 of the New York UCC.

“Inventory” shall have the meaning set forth in Article 9 of the New York UCC.

“Investment Property” shall have the meaning set forth in Article 9 of the New York UCC. “Letter of Credit Rights” shall have the meaning set forth in Article 9 of the New York UCC.

“Mortgaged Properties” shall mean real properties with respect to which the Grantors have executed and delivered the Mortgages, or are required to execute and deliver the Mortgages pursuant to the Collateral and Guarantee Requirement.

“New York UCC” means the New York Uniform Commercial Code as in effect from time to time.

“Other Collateral” means any property of the Grantors, not included within the defined terms Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures,

4

General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Pledged Deposits and Supporting Obligations, including, without limitation, all cash on hand, letters of credit, Stock Rights or any other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution, it being intended that the Collateral include all real and personal property of the Grantors.

“Pledged Deposits” means all time deposits of money (other than Deposit Accounts and Instruments), whether or not evidenced by certificates, which a Grantor may from time to time designate as pledged to the Administrative Agent or to any Holder of Secured Obligations as security for any Secured Obligations, and all rights to receive interest on said deposits.

“Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments or Pledged Deposits, and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“Section” means a numbered section of this Security Agreement, unless another document is specifically referenced.

“Secured Obligations” means the Obligations.

“Securities Account” has the meaning set forth in Article 8 of the UCC. “Security” has the meaning set forth in Article 8 of the New York UCC.

“Stock Rights” means any securities, dividends or other distributions and any other right or property which any Grantor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Collateral and any securities, any right to receive securities and any right to receive earnings, in which any Grantor now has or hereafter acquires any right, issued by an issuer of such securities.

“Supporting Obligation” shall have the meaning set forth in Article 9 of the New York UCC.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

REAFFIRMATION AND GRANT OF SECURITY INTEREST

Each Initial Grantor party to the Existing Security Agreement reaffirms the security interest granted under the terms and conditions of the Existing Security Agreement and agrees that such security interest (including, without limitation, any filings made in connection therewith) remains in full force and effect and is hereby ratified, reaffirmed and confirmed in order to secure the prompt and complete payment and performance of the Secured Obligations, with the same force, effect and priority in effect both immediately prior to and after entering into this Security Agreement. Each Initial Grantor party to the Existing Security Agreement acknowledges and agrees with the Administrative Agent that the Existing Security Agreement is amended, restated, and superseded in its entirety pursuant to the terms hereof.

5

Each of the Grantors hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the benefit of the Holders of Secured Obligations and (to the extent specifically provided herein) their Affiliates, a security interest in all of such Grantor’s right, title and interest, whether now owned or hereafter acquired, in and to the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. For the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an assignment of intellectual property rights owned by the Grantors.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each of the Initial Grantors represents and warrants to the Administrative Agent and the Holders of Secured Obligations, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement in substantially the form of Annex I represents and warrants (after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement), that:

3.1.Title, Authorization, Validity and Enforceability. Such Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.6 hereof, and has full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement has been duly authorized by proper corporate, limited liability company or partnership, as applicable, other proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except for the restrictions described in Section 4.10 hereof and except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit “A”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by the filing of a financing statement under the UCC, subject only to Liens permitted under Section 4.1.6 hereof.

3.2.Conflicting Laws and Contracts. Neither the execution and delivery by such Grantor of this Security Agreement, the creation and perfection of the security interest in the Collateral granted hereunder, nor compliance with the terms and provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Grantor, or (ii) such Grantor’s charter, articles, certificate of incorporation, by-laws, partnership agreement or operating agreement (or similar constitutive documents), or (iii) except for the restrictions described in Section 4.10 hereof, the provisions of any indenture, instrument or agreement to which such Grantor is a party or is subject, or by which it, or its Property may be bound or affected, or conflict with or constitute a default thereunder, or result in or require the creation or imposition of any Lien in, of or on the Property of such Grantor pursuant to the terms of any such indenture, instrument or agreement (other than any Lien of the Administrative Agent on behalf of the Holders of Secured Obligations).

3.3.Principal Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business) are disclosed in Exhibit “D”.

6

3.4.[INTENTIONALLY OMITTED].

3.5.No Other Names.  Except as set forth on Exhibit “D” hereto, during the past five (5)  years, such Grantor has not (i) conducted business under any name except the name in which it has executed this Security Agreement, which is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization as of the Closing Date or (ii) changed its jurisdiction of organization or formation or merged with or into or consolidated with any other Person.

3.6.No Default. No Default or Event of Default exists.

3.7.Accounts and Chattel Paper. The names of the obligors, amounts owing, due dates and other information with respect to the Accounts and Chattel Paper owned by such Grantor are and will in all material respects be correctly stated in all records of such Grantor relating thereto and in all invoices and reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time.

3.8.Filing Requirements. None of the Equipment owned by such Grantor is covered by any certificate of title, except for motor vehicles. None of the Collateral owned by such Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for (i) the motor vehicles and (ii) patents, trademarks and copyrights held by such Grantor and described in Exhibit “B”. The legal description, county and street address of the Mortgaged Properties on which any Fixtures owned by such Grantor are located is set forth in Exhibit “C” (as such Exhibit may be supplemented by such Grantor upon the delivery of a Mortgage with respect to any Mortgaged Property owned by such Grantor), together with the name and address of the record owner of each such Mortgaged Property.

3.9.No Financing Statements. No financing statement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except financing statements (i) naming the Administrative Agent on behalf of the Holders of Secured Obligations as the secured party and (ii) in respect of Liens permitted by Section 7.01 of the Credit Agreement; provided, that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 7.01 of the Credit Agreement.

3.10.Federal Employer Identification Number; State Organization Number; Jurisdiction of Organization. Such Grantor’s federal employer identification number is, and if such Grantor is a registered organization, such Grantor’s State of organization, type of organization and State of organization identification number and is set forth on Exhibit “D” attached hereto.

3.11.Pledged Securities and Other Investment Property. Exhibit “E” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property delivered to the Administrative Agent. Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit “E” as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Holders of Secured Obligations hereunder. Each Grantor further represents and warrants that (i) all such Instruments, Securities or other types of Investment Property which are shares of stock in a corporation or ownership interests in a partnership or limited liability company have been (to the extent such concepts are relevant with respect to such Instrument, Security or other type of Investment Property) duly and validly issued, are fully paid and non-assessable and constitute the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit “E” hereto, (ii) with respect to any certificates delivered to the Administrative Agent representing an ownership interest in a partnership or limited liability company, either such certificates are Securities as defined in Article 8 of the UCC of the

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applicable jurisdiction as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible and (iii) to the extent required by the Collateral and Guarantee Requirement, all such Instruments, Securities and Investment Property held by a securities intermediary are covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control.

3.12.Deposit Accounts and Securities Accounts. All of such Grantor’s Deposit Accounts and Securities Accounts with a daily average available balance in an amount equal to or greater than $1,000,000 are listed on Exhibit “G”.

ARTICLE IV

COVENANTS

From the date of this Security Agreement and thereafter until this Security Agreement is terminated, each of the Initial Grantors agrees, and from and after the effective date of any Security Agreement Supplement applicable to any Grantor (and after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement) and thereafter until this Security Agreement is terminated each such subsequent Grantor agrees:

4.1.General.

4.1.1Inspection. Each Grantor will permit the Administrative Agent or any Holder of Secured Obligations, by its representatives and agents (i) to inspect the Collateral, (ii) to examine and make copies of the records of such Grantor relating to the Collateral and (iii) to discuss the Collateral and the related records of such Grantor with, and to be advised as to the same by, such Grantor’s officers and employees (and, in the case of any Receivable, with any person or entity which is or may be obligated thereon), all at such reasonable times (but, to the extent no Default or Event of Default has occurred and is continuing, during regular business hours and upon written notice) as the Administrative Agent or such Holder of Secured Obligations may determine, and all at such Grantor’s expense.

4.1.2Taxes. Such Grantor will pay when due all taxes, assessments and governmental charges and levies upon the Collateral owned by such Grantor that have become due and payable and have become or would reasonably be expected to become a lien upon its property and all Taxes imposed upon such Collateral (whether or not shown on a Tax return), except, in each case, to the extent the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.1.3Records and Reports. Each Grantor shall keep and maintain complete, accurate and proper books and records with respect to the Collateral owned by such Grantor, and furnish to the Administrative Agent, with sufficient copies for each of the Holders of Secured Obligations, such reports relating to the Collateral as the Administrative Agent shall from time to time reasonably request.

4.1.4Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, and if requested will execute and deliver to the Administrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be

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requested by the Administrative Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor (whether granted hereunder or under any other Collateral Document), subject to Liens permitted under Section 7.01 of the Credit Agreement, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 7.01 of the Credit Agreement. Such financing statements may describe the Collateral in the same manner as described herein or in the relevant Collateral Document, as the case may be, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein and in any other Collateral Document, as the case may be, including, without limitation, describing all such property as “all assets” or “all personal property”, in each case, “whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all persons, subject to Liens permitted under Section 7.01 of the Credit Agreement, and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

4.1.5Disposition of Collateral. No Grantor will sell, lease or otherwise dispose of the Collateral owned by such Grantor except (i) prior to the occurrence and during the continuance of a Default or Event of Default, dispositions specifically permitted pursuant to Section 7.05 of the Credit Agreement, (ii) until such time following the occurrence and during the continuance of a Default as such Grantor receives a notice from the Administrative Agent instructing such Grantor to cease such transactions, sales or leases of Inventory in the ordinary course of business, and (iii) until such time during the continuance of a Default as such Grantor receives a notice from the Administrative Agent pursuant to Article VII, proceeds of Inventory and Accounts collected in the ordinary course of business.

4.1.6Liens. No Grantor will create, incur, or suffer to exist any Lien on the Collateral owned by such Grantor except Liens permitted pursuant to Section 7.01 of the Credit Agreement, provided, that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 7.01 of the Credit Agreement.

4.1.7Change in Corporate Existence, Type or Jurisdiction of Organization, Location, Name. Each Grantor will, except as permitted by the Credit Agreement:

(i)	preserve its existence and corporate structure as in effect on the Closing Date;
(ii)	not change its jurisdiction of organization;
(iii)	not maintain its place of business (if it only has one) or its chief executive office (if it has more than one place of business) at a location other than a location specified on Exhibit “D”; and
(iv)	not change its name,

unless, in each such case, such Grantor shall have given the Administrative Agent not less than 15 days’ prior written notice of such event or occurrence and the Administrative Agent shall have either (x) determined that such event or occurrence will not adversely affect the validity,

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perfection or priority of the Administrative Agent’s security interest in the Collateral, or (y) taken such steps (with the cooperation of such Grantor to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent’s security interest in the Collateral owned by such Grantor.

4.1.8Other Financing Statements. No Grantor will suffer to exist or authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by such Grantor, except any financing statement authorized under Section 4.1.4 hereof or filed with respect to any Lien otherwise permitted under Section 7.01 of the Credit Agreement.

4.2.Receivables.

4.2.1Certain Agreements on Receivables. After the occurrence and during the continuance of a Default, no Grantor will make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof.

4.2.2Collection of Receivables. Except as otherwise provided in this Security Agreement, each Grantor will collect and enforce, at such Grantor’s sole expense, consistent with its past practices and in its reasonable business judgment, all amounts due or hereafter due to such Grantor under the Receivables owned by such Grantor, with due consideration for any dispute, setoff, claim, counterclaim or defense to payment.

4.2.3Delivery of Invoices. Each Grantor will deliver to the Administrative Agent immediately upon its request after the occurrence and during the continuance of a Default duplicate invoices with respect to each Account owned by such Grantor bearing such language of assignment as the Administrative Agent shall specify.

4.3.Maintenance of Goods. Each Grantor will do all things reasonably necessary to maintain, preserve, protect and keep the Inventory and the Equipment owned by such Grantor in good repair, working order and saleable condition (ordinary wear and tear excepted) and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

4.4.Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral (if any then exist), (ii) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any Chattel Paper, Securities and Instruments constituting Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof) after the occurrence and during the continuance of a Default, deliver to the Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Administrative Agent shall specify, and (iv) upon the Administrative Agent’s request, after the occurrence and during the continuance of a Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral.

4.5.Uncertificated Securities and Certain Other Investment Property. Each Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of

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Investment Property not represented by certificates which are Collateral owned by such Grantor to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Investment Property not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. Subject to and in accordance with the Collateral and Guarantee Requirement, each Grantor will cause any Securities Account with a daily average available balance in an amount equal to or greater than $1,000,000 to be subject to a control agreement with the relevant securities intermediary and the Administrative Agent. Each Grantor will use all commercially reasonable efforts, with respect to Investment Property constituting Collateral (other than a Securities Account) owned by such Grantor held with a financial intermediary, to cause such financial intermediary to enter into a control agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.

4.6.Stock and Other Ownership Interests.

4.6.1Changes in Capital Structure of Issuers. No Grantor will (i) permit or suffer any Subsidiary constituting Collateral owned by such Grantor to dissolve, liquidate, retire any of its capital stock or other Instruments or Securities evidencing ownership, reduce its capital or merge or consolidate with any other entity, or (ii) vote any of the Instruments, Securities or other Investment Property in favor of any of the foregoing in each case except to the extent permitted by the Credit Agreement.

4.6.2Issuance of Additional Securities. No Grantor will permit or suffer the issuer of privately held corporate securities or other ownership interests in a Subsidiary constituting Collateral to issue any such securities or other ownership interests, any right to receive the same or any right to receive earnings, except to such Grantor or except as permitted under Section 7.02 of the Credit Agreement.

4.6.3Registration of Pledged Securities and other Investment Property. Each Grantor will permit any registerable Collateral owned by such Grantor to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Administrative Agent following the occurrence and during the continuance of an Event of Default and without any further consent of such Grantor.

4.6.4Exercise of Rights in Pledged Securities and other Investment Property. Each Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of a Default, without notice, to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by such Grantor or any part thereof, and to receive all dividends and interest in respect of such Collateral.

4.7.Pledged Deposits. After the occurrence and during the continuation of a Default, no Grantor will withdraw all or any portion of any Pledged Deposit or fail to rollover said Pledged Deposit without the prior written consent of the Administrative Agent.

4.8.Deposit Accounts. Each Grantor will (i) cause each bank or other financial institution in which it maintains (a) a Deposit Account (with a daily average available balance in an amount equal to or greater than $1,000,000) to enter into a control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent in order to give the Administrative Agent Control of the Deposit Account or (b) other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Administrative Agent hereunder and cause each such bank or other financial institution to acknowledge such notification in writing and (ii) after the occurrence and during the continuation of a Default, upon the Administrative Agent’s request, deliver to each such bank

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or other financial institution a letter, in form and substance acceptable to the Administrative Agent, transferring ownership of the Deposit Account to the Administrative Agent or transferring exclusive dominion and control over each such other deposit to the Administrative Agent until such time as no Default exists or is continuing. In the case of deposits maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.

4.9.Letter-of-Credit Rights. Each Grantor will, upon the Administrative Agent’s request, cause each issuer of a letter of credit, to consent to the assignment of proceeds of the letter of credit in order to give the Administrative Agent Control of the Letter of Credit Rights to such letter of credit.

4.10.Federal, State or Municipal Claims. The Administrative Agent acknowledges that the Grantors have notified the Administrative Agent that certain of the Collateral owned by such Grantor which constitutes a claim against, license or permit from, or contract with, the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which claim, license, permit or contract is restricted by federal, state or municipal law.

4.11.Intellectual Property. If, after the date hereof, any Grantor obtains rights to, or applies for or seeks registration of, any new patentable invention, trademark or copyright in addition to the patents, trademarks and copyrights described in Exhibit “B”, which are all of such Grantor’s patents, trademarks and copyrights as of the Closing Date, then such Grantor shall give the Administrative Agent prompt notice thereof, but in any event not less frequently than quarterly, and the security interest granted to the Administrative Agent hereunder shall automatically apply thereto. Each Grantor agrees promptly upon request by the Administrative Agent to execute and deliver to the Administrative Agent any supplement to this Security Agreement or any other document reasonably requested by the Administrative Agent to evidence such security interest in a form appropriate for recording in the applicable federal office. Each Grantor also hereby authorizes the Administrative Agent to modify this Security Agreement unilaterally (i) by amending Exhibit “B” to include any future patents, trademarks and/or copyrights of which the Administrative Agent receives notification from such Grantor pursuant hereto and (ii) by recording, in addition to and not in substitution for this Security Agreement, a duplicate original of this Security Agreement containing in Exhibit “B” a description of such future patents, trademarks and/or copyrights.

4.12.Commercial Tort Claims. If, after the date hereof, any Grantor identifies the existence of a Commercial Tort Claim belonging to such Grantor that has arisen in the course of such Grantor’s business in addition to the Commercial Tort Claims described in Exhibit “F”, which are all of such Grantor’s Commercial Tort Claims as of the Closing Date, then such Grantor shall give the Administrative Agent prompt notice thereof, but in any event not less frequently than quarterly. Each Grantor agrees promptly upon request by the Administrative Agent to execute and deliver to the Administrative Agent any supplement to this Security Agreement or any other document reasonably requested by the Administrative Agent to evidence the grant of a security interest therein in favor of the Administrative Agent.

ARTICLE V

DEFAULT

5.1.The occurrence of any one or more of the following events shall constitute a Default:

5.1.1Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be false in any material respect as of the date on which made.

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5.1.2The breach by any Grantor of any of the terms or provisions of Article IV or Article VII.

5.1.3The breach by any Grantor (other than a breach which constitutes a Default under Section 5.1.1 or 5.1.2 hereof) of any of the terms or provisions of this Security Agreement which is not remedied within 30 days after the giving of written notice to such Grantor by the Administrative Agent.

5.1.4The occurrence of any “Event of Default” under, and as defined in, the Credit Agreement.

5.1.5Any limited partnership interests or ownership interests in a limited liability company which are included within the Collateral shall at any time constitute a Security or the issuer of any such interests shall take any action to have such interests treated as a Security unless within forty-five (45) days thereafter (i) all certificates or other documents constituting such Security have been delivered to the Administrative Agent and such Security is properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Administrative Agent has entered into a control agreement with the issuer of such Security or with a securities intermediary relating to such Security and such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise.

5.2.Acceleration and Remedies.

5.2.1Upon the acceleration of the Secured Obligations under the Credit Agreement pursuant to Section 8.02 thereof, the Obligations under the Credit Agreement and, to the extent provided for under the Secured Hedge Agreements evidencing the same, the Secured Hedge Agreements, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Lenders, exercise any or all of the following rights and remedies:

(i)Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Holders of Secured Obligations prior to a Default.

(ii)Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement.

(iii)Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable.

(iv)Give notice of exclusive control or any other instruction under any Deposit Account Control Agreement or any other Control Agreement with a securities intermediary and take any action therein with respect to such Collateral.

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(v)Concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of any Collateral consisting of Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement, to exchange certificates or instruments representing or evidencing such Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the such Collateral as though the Administrative Agent was the outright owner thereof.

5.2.2The Administrative Agent, on behalf of the Holders of Secured Obligations, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

5.2.3The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Holders of Secured Obligations, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.

5.2.4Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and other Holders of Secured Obligations), with respect to such appointment without prior notice or hearing as to such appointment.

5.2.5Notwithstanding the foregoing, neither the Administrative Agent nor any other Holder of Secured Obligations shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

5.2.6Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Instruments, Securities or other Investment Property constituting Collateral and may be compelled to resort to one or more private sales thereof in accordance with Section 5.2.1 above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of such Collateral for the period of time necessary to permit any Grantor or the issuer of such Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

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5.3.Grantors’ Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of a Default, each Grantor will:

5.3.1Assembly of Collateral. Assemble and make available to the Administrative Agent the Collateral and all records relating thereto at any place or places specified by the Administrative Agent.

5.3.2Secured Party Access. Permit the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral and to remove all or any part of the Collateral.

5.3.3Prepare and file, or cause an issuer of Instruments, Securities or Investment Property constituting Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with such Collateral as the Administrative Agent may request, all in form and substance satisfactory to the Administrative Agent, and furnish to the Administrative Agent, or cause an issuer such Collateral to furnish to the Administrative Agent, any information regarding such Collateral in such detail as the Administrative Agent may specify.

5.3.4Take, or cause an issuer of Instruments, Securities or Investment Property constituting Collateral to take, any and all actions necessary to register or qualify such Collateral to enable the Administrative Agent to consummate a public sale or other disposition of such Collateral.

5.4.License. The Administrative Agent is hereby granted a license or other right to use, following the occurrence and during the continuance of a Default, without charge, each Grantor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, customer lists and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral, and, following the occurrence and during the continuance of a Default, such Grantor’s rights under all licenses and all franchise agreements shall inure to the Administrative Agent’s benefit. In addition, each Grantor hereby irrevocably agrees that the Administrative Agent may, following the occurrence and during the continuance of a Default, sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any trademark owned by or licensed to such Grantor and any Inventory that is covered by any copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

ARTICLE VI

WAIVERS, AMENDMENTS AND REMEDIES

6.1.No delay or omission of the Administrative Agent or any Holder of Secured Obligations to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the

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Administrative Agent and each Grantor, and then only to the extent in such writing specifically set forth, provided that the addition of any Domestic Subsidiary as a Grantor hereunder by execution of a Security Agreement Supplement in the form of Annex I (with such modifications as shall be acceptable to the Administrative Agent) shall not require receipt of any consent from or execution of any documentation by any other Grantor party hereto. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Holders of Secured Obligations until the Secured Obligations have been paid in full.

6.2.California — Specific Waivers.

6.2.1Each Grantor hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so each Grantor shall be liable even if the Borrower had no liability at the time of execution of the Loan Documents, or thereafter ceases to be liable. Each Grantor hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so such Grantor’s liability may be larger in amount and more burdensome than that of the Borrower. Each Grantor hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Security Agreement and agrees that such Grantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Security Agreement, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Each Grantor hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder. Each Grantor also waives, to the fullest extent permitted by law, all rights to require the Administrative Agent or any of the Holders of Secured Obligations to (a) proceed against the Borrower or any other guarantor of the Borrower’s payment or performance with respect to the Secured Obligations, (b) proceed against or exhaust any collateral held by the Administrative Agent or any of the Holders of Secured Obligations to secure the repayment of the Secured Obligations, or (c) pursue any other remedy it may now or hereafter have against the Borrower, including any and all benefits under California Civil Code Sections 2845, 2849 and 2850.

6.2.2Each Grantor understands that the exercise by the Administrative Agent or any of the Holders of Secured Obligations of certain rights and remedies contained in the Mortgages (such as a nonjudicial foreclosure sale) may affect or eliminate such Grantor’s right of subrogation against the Borrower and that such Grantor may therefore incur a partially or totally nonreimbursable liability under this Security Agreement. Nevertheless, each Grantor hereby authorizes and empowers the Administrative Agent and each of the Holders of Secured Obligations to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of such Grantor that the obligations under this Security Agreement shall be absolute, independent and unconditional under any and all circumstances. Each Grantor expressly waives any defense (which defense, if such Grantor had not given this waiver, Grantor might otherwise have) to a judgment against such Grantor by reason of a nonjudicial foreclosure. Without limiting the generality of the foregoing, each Grantor hereby expressly waives any and all benefits under (i) California Code of Civil Procedure Section 580a (which Section, if such Grantor had not given this waiver, would otherwise limit such Grantor’s liability after a nonjudicial foreclosure sale to the difference between the obligations of Grantor under this Security Agreement and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) California Code of Civil Procedure Sections 580b and 580d (which Sections, if such Grantor had not given this waiver, would otherwise limit the Administrative Agent’s or the Holders’ of Secured Obligations right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) California Code of Civil Procedure

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Section 726 (which Section, if such Grantor had not given this waiver, among other things, would otherwise require the Administrative Agent or any of the Holders of Secured Obligations to exhaust all of its security before a personal judgment could be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any Mortgages, whether by the exercise of the power of sale contained in the Mortgages, by an action for judicial foreclosure or by the Administrative Agent’s or any Holder’s of Secured Obligations acceptance of a deed in lieu of foreclosure, each Grantor shall remain bound under this Security Agreement. In accordance with Section 2856 of the California Civil Code, each Grantor waives all rights and defenses that such Grantor may have because the Borrower’s obligations are secured by real property. This means, among other things:

(i)the Administrative Agent or any of the Holders of Secured Obligations may collect from each Grantor without first foreclosing on any real or personal property collateral pledged by the Borrower or others; and

(ii)if the Administrative Agent or any of the Holders of Secured Obligations forecloses on any real property collateral pledged by the Borrower or others: (a) The amount of the debt 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 Administrative Agent or any of the Holders of Secured Obligations may collect from each Grantor even if the Administrative Agent or any of the Holders of Secured Obligations, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the Borrower.

This is an unconditional and irrevocable waiver of any rights and defenses that each Grantor may have because the Borrower’s obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon California Code of Civil Procedure Sections 580a, 580b, 580d, or 726.

6.2.3In accordance with Section 2856 of the California Civil Code, each Grantor also waives any right or defense based upon an election of remedies by the Administrative Agent or any of the Holders of Secured Obligations, even though such election (e.g., nonjudicial foreclosure with respect to any collateral held by the Administrative Agent or any of the Holders of Secured Obligations to secure repayment of the Secured Obligations) destroys or otherwise impairs the subrogation rights of such Grantor or the right of such Grantor to proceed against the Borrower for reimbursement, or both, by operation of Section 580d of the Code of Civil Procedure or otherwise.

6.2.4In accordance with Section 2856 of the California Civil Code, each Grantor waives any and all other rights and defenses available to such Grantor by reason of Sections 2787 through 2855, inclusive, of the California Civil Code, including any and all rights or defenses each Grantor may have by reason of protection afforded to the Borrower with respect to any of the obligations of such Grantor under this Security Agreement pursuant to the antideficiency or other laws of the State of California limiting or discharging the Borrower’s Secured Obligations, including Sections 580a, 580b, 580d, and 726 of the California Code of Civil Procedure. Likewise, each Grantor waives any and all rights and defenses available to such Grantor under California Civil Code Sections 2899 and 3433.

6.2.1Each Grantor shall have no right of, and hereby waives any claim for, subrogation, reimbursement, indemnification, and contribution against the Borrower and against any other person or any collateral or security for the Secured Obligations (including without

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limitation any such rights pursuant to Sections 2847 and 2848 of the California Civil Code), until the Secured Obligations have been indefeasibly paid and satisfied in full, all obligations owed to the Holders of Secured Obligations under the Loan Documents have been fully performed, and the Administrative Agent and the Holders of Secured Obligations have released, transferred or disposed of all of their right, title and interest in such collateral or security, and there has expired the maximum possible period thereafter during which any payment made by the Borrower or others to Holders of Secured Obligations with respect to the Secured Obligations could be deemed a preference under the Bankruptcy Code.

ARTICLE VII

PROCEEDS; COLLECTION OF RECEIVABLES

7.1.Lockboxes. Upon request of the Administrative Agent after the occurrence and during the continuance of a Default, each Grantor shall execute and deliver to the Administrative Agent irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent, which agreements shall be accompanied by an acknowledgment by the bank where the lockbox is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a special collateral account at the Administrative Agent.

7.2.Collection of Receivables. The Administrative Agent may at any time after the occurrence and during the continuance of a Default, by giving each Grantor written notice, elect to require that the Receivables be paid directly to the Administrative Agent for the benefit of the Holders of Secured Obligations. In such event, each Grantor shall, and shall permit the Administrative Agent to, promptly notify the account debtors or obligors under the Receivables owned by such Grantor of the Administrative Agent’s interest therein and direct such account debtors or obligors to make payment of all amounts then or thereafter due under such Receivables directly to the Administrative Agent. Upon receipt of any such notice from the Administrative Agent, each Grantor shall thereafter hold in trust for the Administrative Agent, on behalf of the Holders of Secured Obligations, all amounts and proceeds received by it with respect to the Receivables and Other Collateral and immediately and at all times thereafter deliver to the Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. The Administrative Agent shall hold and apply funds so received as provided by the terms of Sections 7.3 and 7.4 hereof.

7.3.Special Collateral Account. After the occurrence and during the continuance of a Default, the Administrative Agent may require all cash proceeds of the Collateral to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations. No Grantor shall have any control whatsoever over said cash collateral account. After a Default has occurred and is continuing, the Administrative Agent shall deposit the collected balances in said cash collateral account into the applicable Grantor’s general operating account with the Administrative Agent. If any Default has occurred and is continuing, the Administrative Agent may (and shall, at the direction of the Required Lenders), from time to time, apply the collected balances in said cash collateral account to the payment of the Secured Obligations whether or not the Secured Obligations shall then be due.

7.4.Application of Proceeds. The proceeds of the Collateral shall be applied by the Administrative Agent to payment of the Secured Obligations in the manner set forth in Section 9.04 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct.

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ARTICLE VIII

GENERAL PROVISIONS

8.1.Notice of Disposition of Collateral; Condition of Collateral. Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Corporate Co-Borrower, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale.

8.2.Compromises and Collection of Collateral. Each Grantor and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if a Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any other Holder of Secured Obligations arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such other Holder of Secured Obligations as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any other Holder of Secured Obligations, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

8.3.Limitation on Administrative Agent’s and other Secured Parties’ Duty with Respect to the Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each other Holder of Secured Obligations shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Administrative Agent nor any other Holder of Secured Obligations shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such other Holder of Secured Obligations, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or

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third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against account debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.3 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.3. Without limitation upon the foregoing, nothing contained in this Section 8.3 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.3.

8.4.Secured Party Performance of Grantor’s Obligations. Without having any obligation to do so, after the occurrence and during the continuance of a Default, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and such Grantor shall reimburse the Administrative Agent for any reasonable amounts paid by the Administrative Agent pursuant to this Section 8.4. Each Grantor’s obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

8.5.Authorization for Secured Party to Take Certain Action. Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) to indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral owned by such Grantor and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Administrative Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations in

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accordance with the Credit Agreement and as otherwise provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Loan Document), and each Grantor agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent in connection therewith, provided that this authorization shall not relieve any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

8.6.Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1.5, 4.1.6, 4.4, 5.3, or 8.8 or in Article VII hereof will cause irreparable injury to the Administrative Agent and the Holders of Secured Obligations, that the Administrative Agent and Holders of Secured Obligations have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the Holders of Secured Obligations to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.6 shall be specifically enforceable against the Grantors.

8.7.Use and Possession of Certain Premises. Upon the occurrence and during the continuance of a Default, the Administrative Agent shall be entitled to occupy and use any premises owned or leased by the Grantors where any of the Collateral or any records relating to the Collateral are located until the Secured Obligations are paid or the Collateral is removed therefrom, whichever first occurs, without any obligation to pay any Grantor for such use and occupancy.

8.8.Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1.5 hereof and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1.5 hereof) shall be binding upon the Administrative Agent or the Holders of Secured Obligations unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Lenders.

8.9.Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

8.10.Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the Holders of Secured Obligations and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that the Grantors shall not have the right to assign their rights or delegate their obligations under this Security Agreement or any interest herein, without the prior written consent of the Administrative Agent.

8.11.Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

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8.12.Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. In accordance with, mutatis mutandis, Section 11.03 of the Credit Agreement, the Grantors shall reimburse the Administrative Agent for any and all reasonable out-of-pocket costs and expenses (including all Attorney Costs, which shall be limited to Sidley Austin LLP (and one local counsel in each applicable jurisdiction and regulatory counsel and additional counsel as any Agent, Lender or group of Lenders reasonably determine are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses)) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

8.13.Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

8.14.Termination. This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made) have been indefeasibly paid and performed in full and no commitments of the Administrative Agent or the Holders of Secured Obligations which would give rise to any Secured Obligations are outstanding (unless, in connection with Letters of Credit, the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place).

8.15.Entire Agreement. This Security Agreement embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral.

8.16.GOVERNING LAW.

8.16.1THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.16.2ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS SECURITY AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS SECURITY AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, EACH GRANTOR AND THE ADMINISTRATIVE AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GRANTOR AND THE ADMINISTRATIVE AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF

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FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS SECURITY AGREEMENT OR OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 11.01 OF THE CREDIT AGREEMENT. NOTHING IN THIS SECURITY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

8.17.        WAIVER OF RIGHT TO TRIAL BY JURY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS SECURITY AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS SECURITY AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

8.18.        Indemnity. Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Administrative Agent and the Holders of Secured Obligations, and their respective successors, assigns, agents and employees, in accordance with, mutatis mutandis, Section 11.04 of the Credit Agreement (including, without limitation, in connection with the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent or the Holders of Secured Obligations or any Grantor, and any claim for patent, trademark or copyright infringement)).

8.19.        Subordination of Intercompany Indebtedness. Each Grantor agrees that any and all claims of such Grantor against any other Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Secured Obligations; provided that, and not in contravention of the foregoing, so long as no Default or Event of Default has occurred and is continuing, such Grantor may make loans to and receive payments in the ordinary course of business with respect to such Intercompany Indebtedness and the other Loan Documents. Notwithstanding any right of any Grantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Secured Obligations and the Administrative Agent in those assets. No Grantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until this Security Agreement has terminated in accordance with Section 8.14. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation,

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bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the termination of the Security Agreement in accordance with Section 8.14, such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Secured Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Secured Obligations, in precisely the form received (except for the endorsement or assignment of the Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Grantor as the property of the Holders of Secured Obligations. If any such Grantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Grantor agrees that except as otherwise permitted by the Credit Agreement until the termination of this Security Agreement in accordance with Section 8.14, no Grantor will assign or transfer to any Person (other than the Administrative Agent or the Borrower or another Grantor) any claim any such Grantor has or may have against any Obligor.

8.20.        Severability. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

8.21.        Counterparts. This Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Security Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Security Agreement.

ARTICLE IX

NOTICES

9.1.          Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent (and deemed received) in the manner and to the addresses set forth in Section 11.01 of the Credit Agreement; and any such notice delivered to the Corporate Co-Borrower shall be deemed to have been delivered to all of the Grantors.

9.2.          Change in Address for Notices. Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice upon it by a notice in writing to the other parties.

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ARTICLE X

THE ADMINISTRATIVE AGENT

JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the Holders of Secured Obligations hereunder pursuant to Article X of the Credit Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Holders of Secured Obligations to the Administrative Agent pursuant to the Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express conditions contained in such Article X. Any successor Administrative Agent appointed pursuant to Article X of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, each of the Grantors and the Administrative Agent have executed this Amended and Restated Security Agreement as of the date first above written.

RES-CARE, INC., as a Grantor

By:

Name:

Title:

ONEX RESCARE ACQUISITION, LLC, as a Grantor

By:

Name:

Title:

ONEX RESCARE HOLDINGS CORP., as a Grantor

By:

Name:

Title:

Additional Grantors:

ACCENT HEALTH CARE, INC.

ALL WAYS CARING SERVICES, INC.

ALTERNATIVE CHOICES, INC.

ALTERNATIVE YOUTH SERVICES, INC.

ARBOR E&T, LLC

ARBOR PEO, INC.

B.W.J. OPPORTUNITY CENTERS, INC.

BAKER MANAGEMENT, INC.

BALD EAGLE ENTERPRISES, INC.

BOLIVAR DEVELOPMENTAL TRAINING CENTER, INC.

BRALEY & THOMPSON, INC.

CAPITAL TX INVESTMENTS, INC.

CAREERS IN PROGRESS, INC.

CATX PROPERTIES, INC.

CNC/ACCESS, INC.

COMMUNITY ADVANTAGE, INC.

COMMUNITY ALTERNATIVES HOME CARE, INC.

COMMUNITY ALTERNATIVES ILLINOIS, INC.

COMMUNITY ALTERNATIVES INDIANA, INC.

COMMUNITY ALTERNATIVES KENTUCKY, INC.

COMMUNITY ALTERNATIVES MISSOURI, INC.

COMMUNITY ALTERNATIVES MOBILE NURSING, INC.

COMMUNITY ALTERNATIVES NEBRASKA, INC.

COMMUNITY ALTERNATIVES NEW MEXICO, INC.

Signature Page to Amended and Restated Pledge and Security Agreement

COMMUNITY ALTERNATIVES OF WASHINGTON, D.C., INC.

COMMUNITY ALTERNATIVES PHARMACY, INC.

COMMUNITY ALTERNATIVES TEXAS PARTNER, INC.

COMMUNITY ALTERNATIVES VIRGINIA, INC.

EDUCARE COMMUNITY LIVING - NORMAL LIFE, INC.

EDUCARE COMMUNITY LIVING - TEXAS LIVING CENTERS, INC.

EDUCARE COMMUNITY LIVING CORPORATION - GULF COAST

EDUCARE COMMUNITY LIVING CORPORATION - MISSOURI

EDUCARE COMMUNITY LIVING CORPORATION - NEVADA

EDUCARE COMMUNITY LIVING CORPORATION - NEW MEXICO

EDUCARE COMMUNITY LIVING CORPORATION - NORTH CAROLINA

EDUCARE COMMUNITY LIVING CORPORATION - TEXAS

EDUCARE COMMUNITY LIVING CORPORATION - AMERICA

EMPLOY-ABILITY UNLIMITED, INC.

FRANKLIN CAREER COLLEGE INCORPORATED

GENERAL HEALTH CORPORATION

HABILITATION OPPORTUNITIES OF OHIO, INC.

HYDESBURG ESTATES, INC.

INDIVIDUALIZED SUPPORTED LIVING, INC.

J. & J. CARE CENTERS, INC.

JOB READY, INC.

NORMAL LIFE, INC.

NORMAL LIFE FAMILY SERVICES, INC.

NORMAL LIFE OF CALIFORNIA, INC.

NORMAL LIFE OF CENTRAL INDIANA, INC.

NORMAL LIFE OF GEORGIA, INC.

NORMAL LIFE OF LAFAYETTE, INC.

NORMAL LIFE OF LAKE CHARLES, INC.

NORMAL LIFE OF LOUISIANA, INC.

NORMAL LIFE OF SOUTHERN INDIANA, INC.

P.S.I. HOLDINGS, INC.

PEOPLESERVE, INC.

RAISE GEAUGA, INC.

RES-CARE ALABAMA, INC.

RES-CARE ARKANSAS, INC.

RES-CARE CALIFORNIA, INC. D/B/A RCCA SERVICES

RES-CARE EUROPE, INC.

RES-CARE FLORIDA, INC.

RES-CARE IDAHO, INC.

RES-CARE ILLINOIS, INC.

RES-CARE IOWA, INC.

RES-CARE KANSAS, INC.

RES-CARE MICHIGAN, INC.

RES-CARE NEW JERSEY, INC.

RES-CARE OHIO, INC.

RES-CARE OKLAHOMA, INC.

RES-CARE PREMIER, INC.

RES-CARE TRAINING TECHNOLOGIES, INC.

RES-CARE WASHINGTON, INC.

Signature Page to Amended and Restated Pledge and Security Agreement

RES-CARE WISCONSIN, INC.

RESCARE FINANCE, INC.

RESCARE INTERNATIONAL, INC.

RESCARE PENNSYLVANIA HEALTH MANAGEMENT SERVICES, INC.

RESCARE PENNSYLVANIA HOME HEALTH ASSOCIATES, INC.

ROCKCREEK, INC.

RSCR CALIFORNIA, INC.

RSCR INLAND, INC.

RSCR WEST VIRGINIA, INC.

SKYVIEW ESTATES, INC.

SOUTHERN HOME CARE SERVICES, INC.

TANGRAM REHABILITATION NETWORK, INC.

TEXAS HOME MANAGEMENT, INC.

THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.

THE CITADEL GROUP, INC.

THM HOMES, INC.

UPWARD BOUND, INC.

VOCA CORP.

VOCA CORPORATION OF AMERICA

VOCA CORPORATION OF WEST VIRGINIA, INC.

VOCA CORPORATION OF FLORIDA

VOCA CORPORATION OF INDIANA

VOCA CORPORATION OF MARYLAND

VOCA CORPORATION OF NEW JERSEY

VOCA CORPORATION OF NORTH CAROLINA

VOCA CORPORATION OF OHIO

VOCA RESIDENTAL SERVICES, INC.

YOUTHTRACK, INC.

By:

Name:

Title:

Signature Page to Amended and Restated Pledge and Security Agreement

EDUCARE COMMUNITY LIVING LIMITED PARTNERSHIP
By:	Community Alternatives Texas Partner, Inc.
Its:	General Partner
	By:
	Name:
	Title:
NORMAL LIFE OF INDIANA
By:	Normal Life of Central Indiana, Inc.
	one of its General Partners
	By:
	Name:
	Title:
and
By:	Normal Life of Southern Indiana, Inc.
	the other General Partner
	By:
	Name:
	Title:
CREATIVE NETWORKS, L.L.C.
PHARMACY ALTERNATIVES, LLC
RESCARE DTS INTERNATIONAL, LLC
REST ASSURED, LLC
VOCA OF INDIANA, LLC
By:
Name:
Title:

Signature Page to Amended and Restated Pledge and Security Agreement

Acknowledge and Agreed to:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:

Name:

Title:

Signature Page to Amended and Restated Pledge and Security Agreement

ANNEX I

to

PLEDGE AND SECURITY AGREEMENT

Reference is hereby made to the Amended and Restated Pledge and Security Agreement (the “Agreement”), dated as of December 22, 2010, made by and among ONEX RESCARE HOLDINGS CORP., a Delaware corporation (“Holdings”), ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company (the “LLC Co-Borrower”), RES-CARE, INC., a Kentucky corporation (the “Corporate Co-Borrower”, and together with the LLC Co-Borrower, collectively, the “Borrower”) and the other Subsidiaries of the Borrower listed on the signature pages thereto (together with the Borrower, the “Grantors”) (each an “Initial Grantor”, and together with any additional Domestic Subsidiaries, including the undersigned, which become parties thereto by executing a Security Agreement Supplement in substantially the form hereof, the “Grantors”), in favor of the Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Agreement. By its execution below, the undersigned, [NAME OF NEW GRANTOR], a [                                  ] [corporation/limited liability company] agrees to become, and does hereby become, a Grantor under the Agreement and agrees to be bound by such Agreement as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Agreement are true and correct in all respects as of the date hereof. [NAME OF NEW GRANTOR] represents and warrants that the supplements to the Exhibits to the Agreement attached hereto are true and correct in all respects and such supplements set forth all information required to be scheduled under the Agreement. [NAME OF NEW GRANTOR] shall take all steps necessary to perfect, in favor of the Administrative Agent, a first-priority security interest in and lien against [NAME OF NEW GRANTOR]’s Collateral (subject to Liens permitted under Section 4.1.6 of the Agreement), including, without limitation, delivering all certificated Securities to the Administrative Agent, and taking all steps necessary to properly perfect the Administrative Agent’s interest in any uncertificated equity or membership interests.

IN WITNESS WHEREOF, [NAME OF NEW GRANTOR], a [                                     ] [corporation/limited liability company] has executed and delivered this Annex I counterpart to the Agreement as of this                        day of                         ,         .

[NAME OF NEW GRANTOR]

By:

Title:

1

EXHIBIT G-1

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Amended and Restated Credit Agreement dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (collectively, the “Borrower”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the Guarantors party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as L/C Issuer and Swing Line Lender, and J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners.  Capitalized terms used but not defined shall have the meanings assigned thereto in the Credit Agreement.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no interest payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned.

The undersigned has furnished the Borrower and the Administrative Agent with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment.

[Signature Page Follows]

G-1-1

	[Lender]
	By:
		Name:
		Title:
	[Address]
Dated:                        , 201[  ]

G-1-2

EXHIBIT G-2

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Amended and Restated Credit Agreement dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (collectively, the “Borrower”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the Guarantors party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as L/C Issuer and Swing Line Lender, and J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners.  Capitalized terms used but not defined shall have the meanings assigned thereto in the Credit Agreement.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement, neither the undersigned nor any of its partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its partners/members is a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned or its partners/members.

The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-8BEN, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[Signature Page Follows]

G-2-1

	[Lender]
	By:
		Name:
		Title:
	[Address]
Dated:                              , 201[  ]

G-2-2

EXHIBIT G-3

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Amended and Restated Credit Agreement dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (collectively, the “Borrower”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the Guarantors party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as L/C Issuer and Swing Line Lender, and J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners. Capitalized terms used but not defined shall have the meanings assigned thereto in the Credit Agreement.

Pursuant to the provisions of Section 3.01(e) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no interest payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned.

The undersigned has furnished the Borrower and the Administrative Agent with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[Signature Page Follows]

G-3-1

	[Lender]
	By:
		Name:
		Title:
	[Address]
Dated:                           , 20[  ]

G-3-2

EXHIBIT G-4

FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Amended and Restated Credit Agreement dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (collectively, the “Borrower”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the Guarantors party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as L/C Issuer and Swing Line Lender, and J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners. Capitalized terms used but not defined shall have the meanings assigned thereto in the Credit Agreement.

Pursuant to the provisions of Section 3.01(e) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its partners/members is a “10-percent shareholder” of the Borrower within the meaning of Code Section 871(h)(3)(B), (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest payments in connection with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned or its partners/members.

The undersigned has furnished the Borrower and the Administrative Agent with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-8BEN, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[Signature Page Follows]

G-4-1

	[Lender]
	By:
		Name:
		Title:
	[Address]
Dated:                                  , 201[  ]

G-4-2

EXHIBIT H

[FORM OF] DISCOUNTED PREPAYMENT OPTION NOTICE

Dated:                      , 20[  ]

To:JPMORGAN CHASE BANK, N.A., as Administrative Agent

Ladies and Gentlemen:

This Discounted Prepayment Option Notice is delivered to you pursuant to Section 2.05(c)(ii) of that certain Amended and Restated Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Agreement”, the terms defined therein being used herein as therein defined), among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (collectively, the “Borrowers”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) and the other agents, bookrunners and arrangers party thereto.

Purchasing Borrower Party hereby notifies you that, effective as of [                      , 20    ], pursuant to Section 2.05(c)(ii) of the Agreement, Purchasing Borrower Party hereby notifies each Lender that it is seeking:

1.to prepay Term B Loans at a discount in an aggregate principal amount of [$                                                ](1) (the “Proposed Discounted Prepayment Amount”);

2.a percentage discount to the par value of the principal amount of Term B Loans greater than or equal to               % of par value but less than or equal to [              ]% of par value (the “Discount Range”).

3.a Lender Participation Notice on or before [                      , 20    ](2), as determined pursuant to Section 2.05(c)(ii) of the Agreement (the “Acceptance Date”), and

Purchasing Borrower Party expressly agrees that this Discounted Prepayment Option Notice is subject to the provisions of Section 2.05(c) of the Agreement.

Purchasing Borrower Party hereby represents and warrants to the Administrative Agent on behalf of the Administrative Agent and the Lenders as follows:

1.No Default or Event of Default has occurred and is continuing, or would result from Purchasing Borrower Party making the Discounted Voluntary Prepayment (after giving

(1)Insert amount that is minimum of $10.0 million.

(2)Insert date (a Business Day) that is at least five Business Days after date of the Discounted Prepayment Option Notice.

H-1

effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment).

2.Each of the conditions to the Discounted Voluntary Prepayment contained in Section 2.05(c) of the Agreement has been satisfied.

3.As of the date hereof, the Purchasing Borrower Party has no Material Non-Public Information.

Purchasing Borrower Party respectfully requests that Administrative Agent promptly notify each Term B Lender party to the Agreement of this Discounted Prepayment Option Notice.

H-2

IN WITNESS WHEREOF, the undersigned has executed this Discounted Prepayment Option Notice as of the date first above written.

[BORROWER[S]]
By:
	Name:
	Title:     [Chief Financial Officer]

H-3

EXHIBIT I

[FORM OF] LENDER PARTICIPATION NOTICE

Dated:                       , 20[ ]

To:JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to (a) that certain Amended and Restated Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Agreement”, the terms defined therein being used herein as therein defined), among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, and RES-CARE, INC., a Kentucky corporation (collectively, “Borrowers”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) and the other agents, bookrunners and arrangers party thereto, and (b) that certain Discounted Prepayment Option Notice, dated                       , 20    , from Borrowers (the “Discounted Prepayment Option Notice “).  Capitalized terms used herein and not defined herein or in the Agreement shall have the meaning ascribed to such terms in the Discounted Prepayment Option Notice.

The undersigned Term B Lender hereby gives you notice, pursuant to Section 2.05(c)(iii) of the Agreement, that it is willing to accept a Discounted Voluntary Prepayment on Term B Loans held by such Term B Lender:

1.in a maximum aggregate principal amount of $                                                     of Term B Loans (the “Offered Loans”), and

2.at a percentage discount to par value of the principal amount of Offered Loans equal to [              ]% (1) of par value (the “Acceptable Discount”).

The undersigned Lender expressly agrees that this offer is subject to the provisions of Section 2.05(c) of the Agreement.  Furthermore, conditioned upon the Applicable Discount determined pursuant to Section 2.05(c)(iii) of the Agreement being a percentage of par value less than or equal to the Acceptable Discount, the undersigned Lender hereby expressly consents and agrees to a prepayment of its Term B Loans pursuant to Section 2.05(c) of the Agreement in an aggregate principal amount equal to the Offered Loans, as such principal amount may be reduced if the aggregate proceeds required to prepay Qualifying Loans (disregarding any interest payable in connection with such Qualifying Loans) would exceed the Proposed Discounted Prepayment Amount for the relevant Discounted Voluntary Prepayment, and acknowledges and agrees that such prepayment of its Term B Loans will be allocated at par value, but the actual payment made to such Lender will be reduced in accordance with the Applicable Discount.

(1)Insert amount within Discount Range that is a multiple of 25 basis points.

I-1

IN WITNESS WHEREOF, the undersigned has executed this Lender Participation Notice as of the date first above written.

[NAME OF LENDER]
By:
	Name:
	Title:
By:
	Name:
	Title:(2)

(2)If a second signature is required.

I-2

EXHIBIT J

[FORM OF] DISCOUNTED VOLUNTARY PREPAYMENT NOTICE

Date:                        , 20   

To:JPMORGAN CHASE BANK, N.A., as Administrative Agent

Ladies and Gentlemen:

This Discounted Voluntary Prepayment Notice is delivered to you pursuant to Section 2.05(c)(v) of that certain Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Agreement”, the terms defined therein being used herein as therein defined), among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, RES-CARE, INC., a Kentucky corporation (collectively, “Borrowers”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) and the other agents, bookrunners and arrangers party thereto.

A Purchasing Borrower Party hereby irrevocably notifies you that, pursuant to Section 2.05(c)(v) of the Agreement, the Purchasing Borrower Party will make a Discounted Voluntary Prepayment to each Term B Lender with Qualifying Loans, which shall be made:

1.on or before [                      , 201  ](1), as determined pursuant to Section 2.05(c)(ii) of the Agreement,

2.in the aggregate principal amount of $                                                       of Term B Loans, and

3.at a percentage discount to the par value of the principal amount of the Term B Loans equal to [              ]% of par value (the “Applicable Discount”).

The Purchasing Borrower Party expressly agrees that this Discounted Voluntary Prepayment Notice is irrevocable and is subject to the provisions of Section 2.05(c) of the Agreement.

Borrower hereby represents and warrants to the Administrative Agent on behalf of the Administrative Agent and the Lenders as follows:

1.No Default or Event of Default has occurred and is continuing or would result from the Purchasing Borrower Party making the Discounted Voluntary Prepayment (after giving

(1)Insert date (a Business Day) that is no later than three Business Days after date of this Notice and no later than five Business Days after the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans).

J-1

effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment).

2.Each of the conditions to the Discounted Voluntary Prepayment contained in Section 2.05(c) of the Agreement has been satisfied.

3.The Purchasing Borrower Party does not have any material non-public information (“MNPI”) with respect to the Borrower, any of its Subsidiaries or any of their Affiliates that (a) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to the Borrower, any of its Subsidiaries or Affiliates) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material (i) to a Lender’s decision to participate in any Discounted Voluntary Prepayment or (ii) to the market price of the Term B Loans.

The Purchasing Borrower Party acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of the foregoing in connection with extending Offered Loans and the acceptance of any Discounted Voluntary Prepayment made as a result of this Discounted Voluntary Prepayment Notice.

The Purchasing Borrower Party respectfully requests that Administrative Agent promptly notify each of the Term B Lenders party to the Agreement of this Discounted Voluntary Prepayment Notice.

J-2

IN WITNESS WHEREOF, the undersigned has executed this Discounted Voluntary Prepayment Notice as of the date first above written.

[BORROWER[S]]
By:
	Name:
	Title:	[Chief Financial Officer]
[                                ], as Purchasing Borrower Party
By:
	Name:
	Title:

J-3

EXHIBIT K

[FORM OF]

AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

Reference is made to the Amended and Restated Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, RES-CARE, INC., a Kentucky corporation (collectively, the “Borrowers”), Onex Rescare Holdings Corp., a Delaware corporation, as Holdings, the Guarantors party thereto from time to time, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other Agents named therein.  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule I hereto (the “Assignor”) and the Assignee identified on Schedule I hereto (the “Assignee”) agree as follows:

The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule I hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule I hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule I hereto.

The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their Affiliates or any other obligor or the performance or observance by the Borrowers, any of their Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto.

The Assignee represents and warrants that (a) it is legally authorized to enter into this Assignment and Assumption, (b) it is an Affiliated Lender in accordance with Section 10.07(k) of the Credit Agreement, (c) the sale and assignment of the Assigned Interest satisfies the requirements of Section 10.07(k) of the Credit Agreement and (d) neither it nor any of its Affiliates has any Material Non-Public Information.

The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (b) agrees that it will, independently and without reliance upon the Assignor, the Agents or any Lender and based on such documents and

K-1

information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; and (d) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including its obligations pursuant to Section 10.08 of the Credit Agreement.

The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule I hereto (the “Effective Date”).  Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.

From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender under the Credit Agreement and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.

This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed as of the date first above written by their respective duly authorized officers on Schedule I hereto.

Accepted for Recordation in the Register:		Required Consents (if any):
JPMORGAN CHASE BANK, N.A., as Administrative Agent		[BORROWER[S]]
By:		By:
	Name:		Name:
	Title:		Title:

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Schedule I

Affiliated Lender Assignment and Assumption with respect to the Amended and Restated Credit Agreement, dated as of December 22, 2010 among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, RES-CARE, INC., a Kentucky corporation, Onex Rescare Holdings Corp., a Delaware corporation, the guarantors party thereto, each lender from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer.

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:(1)

Credit Facility Assigned	Principal Amount Assigned	Commitment Percentage Assigned
Term B Loan Facility	$	.	%

[Name of Assignee]		[Name of Assignor]
By:		By:
	Title:		Title:

(1)Effective Date of Assignment to be after Closing Date.

EXHIBIT L

[FORM OF] L/C ISSUER AGREEMENT

L/C ISSUER AGREEMENT dated as of [•], among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company, RES-CARE, INC., a Kentucky corporation (collectively, the “Borrowers”), JPMORGAN CHASE BANK, N.A., as letter of credit issuer (in such capacity, the “L/C Issuer”) and as administrative agent (in such capacity, the “Agent”) for the Lenders under the Amended and Restated Credit Agreement dated as of December 22, 2010 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the guarantors party thereto, the Lenders party thereto, the L/C Issuers and the Agent.

This Agreement constitutes an L/C Issuer Agreement under and as defined in the Credit Agreement.  Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

SECTION 1.Letter of Credit Commitment.  The L/C Issuer hereby agrees to be an “L/C Issuer” under the Credit Agreement with a commitment to issue Letters of Credit in the amount set forth in Schedule I hereto and, subject to the terms and conditions hereof and of the Credit Agreement, to issue Letters of Credit under the Credit Agreement; provided, however, that Letters of Credit issued by the L/C Issuer hereunder shall be subject to the limitations set forth on Schedule I hereto and in the Credit Agreement.

SECTION 2.Issuance Procedure.  In order to request the issuance of a Letter of Credit by the L/C Issuer, the Borrowers shall hand deliver, fax, telecopy or transmit via electronic means (in a form reasonably acceptable to the L/C Issuer) a notice (specifying the information required by Section 2.03(b) of the Credit Agreement) to the L/C Issuer, at its address or telecopy number specified on Schedule I hereto (or such other address or telecopy number as the L/C Issuer may specify by notice to the Borrowers), not later than the time of day (local time at such address) specified on Schedule I hereto prior to the proposed date of issuance of such Letter of Credit.  A copy of such notice shall be sent, concurrently, by the Borrowers to the Agent in the manner specified for borrowing requests under the Credit Agreement.

SECTION 3.L/C Issuer Fees, Interest and Payments.  The standard fees with respect to the issuance, amendment, renewal, transfer or extension of any letter of credit or processing of drawings thereunder (“L/C Issuer Fees”) referred to in Section 2.03(i) of the Credit Agreement, which are payable to the L/C Issuer in respect of Letters of Credit issued hereunder, are specified on Schedule I hereto (it being understood that such fees shall be in addition to the L/C Issuer’s customary fronting fee and documentary and processing charges referred to in Section 2.03(j) in connection with the issuance, amendment or transfer of any Letter of Credit issued hereunder).  Each payment of L/C Issuer Fees payable hereunder shall be made not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, to the account of the L/C Issuer specified on Schedule I hereto or to such other Lender specified on Schedule I hereto (or to such other account of the L/C Issuer as it may specify by notice to the Borrowers).

SECTION 4.Credit Agreement Terms.  Notwithstanding any provision hereof which may be construed to the contrary, it is expressly understood and agreed that (a) this Agreement is supplemental to the Credit Agreement and is intended to constitute an L/C Issuer Agreement, as defined therein (and, as

L-1

such, constitutes an integral part of the Credit Agreement as though the terms of this Agreement were set forth in such Credit Agreement), (b) each Letter of Credit issued hereunder and each L/C Credit Extension made under any such Letter of Credit shall constitute a “Letter of Credit” and an “L/C Credit Extension”, respectively, for all purposes of the Credit Agreement, (c) the L/C Issuer’s commitment to issue Letters of Credit hereunder, and each and every Letter of Credit requested or issued hereunder, shall in each case be subject to the terms and conditions and entitled to the benefits of the Credit Agreement and (d) the terms and conditions of the Credit Agreement are hereby incorporated herein as though set forth herein in full and shall supersede any contrary provisions hereof.

SECTION 5.Notices.  All communications and notices hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by electronic communication or facsimile transmission as provided in Section 10.02 of the Credit Agreement.

SECTION 6.Binding Agreement; Assignments.  (a)  This Agreement and the terms, covenants and conditions hereof shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that the Borrowers and the L/C Issuer shall not be permitted to assign this Agreement or any interest herein without the prior written consent of the other parties to this Agreement other than as set forth in paragraph (b).

(b)The L/C Issuer may not assign its commitment to issue Letters of Credit hereunder without the consent of the Borrowers and the Agent.  In the event of an assignment by the L/C Issuer of all its other interests, rights and obligations under the Credit Agreement, then the L/C Issuer’s commitment to issue Letters of Credit hereunder in respect of the Credit Agreement shall terminate unless the L/C Issuer, the Borrowers and the Agent otherwise agree.

SECTION 7.Applicable Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 8.Survival of Agreement.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof and of any Letter of Credit issued hereunder or thereunder.  Such representations and warranties have been or will be relied upon by the L/C Issuer, regardless of any investigation made by the L/C Issuer or on its behalf and notwithstanding that the L/C Issuer may have had notice or knowledge of any Default at the time of any Letter of Credit issuance, and shall continue in full force and effect as long as any Loan or any other Obligations hereunder or under any of the other Loan Documents shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding and unpaid and so long as the Commitments have not been terminated.

SECTION 9.Severability.  Any provision of this Agreement or the Credit Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith negotiations to replace 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 10.  Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

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SECTION 11.  Conflicts.  To the extent that the terms and conditions of this Agreement conflict with the terms and conditions of the Credit Agreement, the terms and conditions of the Credit Agreement shall control.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

		[BORROWER]
		as a Borrower
		By:
			Name:
			Title:
Accepted:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and L/C Issuer,
By:
	Name:
	Title:

L-4

EXHIBIT M

CREDIT AGREEMENT SUPPLEMENT

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of December 22, 2010 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Onex ResCare Acquisition, LLC, a Delaware limited liability company, Res-Care, Inc., a Kentucky corporation, Onex Rescare Holdings Corp., a Delaware corporation, the other Guarantors party thereto from time to time (each an “Initial Guarantor”, and together with any additional Subsidiaries which become parties to the Credit Agreement by executing a Credit Agreement Supplement thereto substantially similar in form and substance hereto, the “Guarantors”), the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent.  Each capitalized term used herein and not defined herein shall have the meaning given to it in the Credit Agreement.

By its execution below, the undersigned, [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited liability company], agrees to become, and does hereby become, a Guarantor under the Credit Agreement and agrees to be bound by such Credit Agreement as if originally a party thereto.  By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited liability company] has executed and delivered this Credit Agreement Supplement to the Credit Agreement as of this                      day of                   ,         .

[NAME OF NEW GUARANTOR]

By:

Title:

M-1

EXHIBIT N

LIST OF CLOSING DOCUMENTS

[Attached]

N-1

$445,000,000

RES-CARE, INC.

ONEX RESCARE ACQUISITION LLC

December 22, 2010

LIST OF CLOSING DOCUMENTS(1)

A.LOAN DOCUMENTS

1.Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Onex Rescare Acquisition LLC, a Delaware limited liability company (the “LLC Co-Borrower”), Res-Care, Inc., a Kentucky corporation (the “Corporate Co-Borrower” and together with the LLC Co-Borrower, the “Borrower”), certain Subsidiaries of the Borrower listed on Annex A hereto (collectively, the “Guarantors” and together with the Borrower , the “Loan Parties”), the institutions from time to time parties thereto as Lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), evidencing a $275,000,000 revolving credit facility and a $170,000,000 term B loan facility.

EXHIBITS

EXHIBIT A	—	Committed Loan Notice
EXHIBIT B	—	Swing Line Loan Notice
EXHIBIT C-1	—	Term B Note
EXHIBIT C-2	—	Revolving Credit Note
EXHIBIT C-3	—	Swing Line Note
EXHIBIT D	—	Compliance Certificate
EXHIBIT E	—	Assignment and Assumption
EXHIBIT F	—	U.S. Security Agreement
EXHIBIT G	—	United States Tax Compliance Certificate
EXHIBIT H	—	Discounted Prepayment Option Notice
EXHIBIT I	—	Lender Participation Notice
EXHIBIT J	—	Discounted Voluntary Prepayment Notice
EXHIBIT K	—	Affiliated Lender Assignment and Assumption
EXHIBIT L	—	L/C Issuer Agreement
EXHIBIT M	—	Credit Agreement Supplement
EXHIBIT N	—	List of Closing Documents

(1)Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement.

SCHEDULES

Schedule 1.01A	—	Commitments
Schedule 1.01B	—	Existing Letters of Credit
Schedule 5.03	—	Governmental Authorization; Other Consents
Schedule 5.06	—	Litigation
Schedule 5.08	—	Owernship of Property
Schedule 5.09	—	Environmental Matters
Schedule 5.12	—	Subsidiaries and Other Equity Investments
Schedule 7.01(b)	—	Existing Liens
Schedule 7.02(e)	—	Existing Investments
Schedule 7.02(w)	—	Specified Investments
Schedule 7.03(b)	—	Existing Indebtedness
Schedule 7.03(q)	—	Specified Indebtedness
Schedule 7.05	—	Specified Dispositions
Schedule 7.09	—	Certain Contractual Obligations
Schedule 7.14	—	Sale and Leaseback Transactions
Schedule 10.02	—	Administrative Agent’s Office, Certain Addresses for Notices

2.Revolving Credit Notes, if requested, executed by the Corporate Co-Borrower in favor of each Lender requesting a Revolving Credit Note (each such Lender a “Requesting Revolving Lender”) in the aggregate principal amount of such Requesting Revolving Lenders’ Revolving Credit Commitments under the Credit Agreement.

3.Term B Notes, if requested, executed by the Borrower in favor of each Lender requesting a Term B Note (each such Lender a “Requesting Term B Lender”) in the aggregate principal amount of such Requesting Term B Lenders’ Term B Commitments under the Credit Agreement.

4.Amended and Restated Pledge and Security Agreement executed by each Loan Party evidencing its grant of a security interest in substantially all of its personal property in favor of the Administrative Agent for the benefit of the Secured Parties, together with, to the extent not delivered prior to the Closing Date in connection with the Previous Credit Agreement, the appropriate stock certificates, stock powers executed in blank, pledge instructions, and acknowledgments.

Exhibit A	—	Filing Jurisdictions
Exhibit B	—	Patents, Copyrights and Trademarks
Exhibit C	—	Legal Description, County and Street Address of Mortgaged Properties
Exhibit D	—	Grantors’ Organizational Information, Former Names and Trade Names
Exhibit E	—	List of Pledged Securities
Exhibit F	—	Commercial Tort Claims
Exhibit G	—	Deposit Accounts; Securities Accounts

5.Amended and Restated Trademark Security Agreement made by the Loan Parties, in favor of the Administrative Agent for the benefit of the Secured Parties.

Schedule A	—	Trademarks, Trademarks and Servicemarks Applications
Schedule B	—	License Agreements

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6.Amended and Restated Copyright Security Agreement made by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

Schedule A	—	Copyrights and Copyright Applications
Schedule B	—	License Agreements

7.Amended and Restated Patent Security Agreement made by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

Schedule A	—	Rights of Third Parties
Schedule B	—	Patents and Patent Applications
Schedule C	—	License Agreement

8.Certificates of Insurance listing the Administrative Agent as (x) loss payee (standard mortgagee form) for the property, casualty, and business interruption insurance policies of the Loan Parties, together with a long-form loss payable endorsement, and (y) additional insured with respect to the liability insurance of the Loan Parties.

B.CORPORATE DOCUMENTS

9.Certificate of the Secretary or an Assistant Secretary (or a director in lieu thereof) of each Loan Party certifying as of the Closing Date (A) that attached thereto is a true and complete copy of the by-laws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and, in the case of Holdings, that the Guaranty hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of incorporation or organization attached thereto, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director of Holdings executing such certificate.

10.Good Standing Certificates (or the equivalent thereof) for each Loan Party from its respective jurisdiction of organization.

C.UCC DOCUMENTS

11.UCC, tax and judgment lien search reports naming each Loan Party from the offices and in the jurisdictions listed on Annex B hereto.

12.UCC financing statements naming each Loan Party as debtor and the Administrative Agent as secured party as filed with the offices and in the jurisdictions listed on Annex C hereto.

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D.OPINIONS

13.Opinion letters of (i) Reed Weitkamp Schell & Vice PLLC, (ii) Frost Brown Todd LLC, (iii) Fried, Frank, Harris, Shriver & Jacobson LLP, (iv) Kaye Scholer LLP and (v) K&L Gates LLP, each addressed to the Administrative Agent, each L/C Issuer and the Lenders.

E.CLOSING CERTIFICATES AND MISCELLANEOUS

14.A certificate signed by a Director or a Responsible Officer of the Borrower, certifying (i) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of such date and (ii) no Default shall exist or would result from the transactions to occur on the Closing Date (including the proposed Credit Extension on such date and the application of the proceeds therefrom).

15.A certificate signed by a Director or a Responsible Officer of the Borrower, certifying that the Borrower is Solvent as of the Closing Date (after giving effect to the Transactions).

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Annex A

Guarantors

1.	Accent Health Care, Inc.
2.	All Ways Caring Services, Inc.
3.	Alternative Choices, Inc.
4.	Alternative Youth Services, Inc.
5.	Arbor E&T, LLC
6.	ARBOR PEO, Inc.
7.	B.W.J. Opportunity Centers, Inc.
8.	Baker Management, Inc.
9.	Bald Eagle Enterprises, Inc.
10.	Bolivar Developmental Training Center, Inc.
11.	Braley & Thompson, Inc.
12.	Capital TX Investments, Inc.
13.	Careers in Progress, Inc.
14.	CATX Properties, Inc.
15.	CNC/Access, Inc.
16.	Community Advantage, Inc.
17.	Community Alternatives Home Care, Inc.
18.	Community Alternatives Illinois, Inc.
19.	Community Alternatives Indiana, Inc.
20.	Community Alternatives Kentucky, Inc.
21.	Community Alternatives Missouri, Inc.
22.	Community Alternatives Mobile Nursing, Inc.
23.	Community Alternatives Nebraska, Inc.
24.	Community Alternatives New Mexico, Inc.
25.	Community Alternatives of Washington, D.C., Inc.
26.	Community Alternatives Pharmacy, Inc.
27.	Community Alternatives Texas Partner, Inc.
28.	Community Alternatives Virginia, Inc.
29.	Creative Networks, L.L.C.
30.	EduCare Community Living Corporation — America
31.	EduCare Community Living Corporation — Gulf Coast
32.	EduCare Community Living Corporation — Missouri
33.	EduCare Community Living Corporation — Nevada
34.	EduCare Community Living Corporation — New Mexico
35.	EduCare Community Living Corporation — North Carolina
36.	EduCare Community Living Corporation — Texas
37.	EduCare Community Living Limited Partnership

38.	EduCare Community Living — Normal Life, Inc.
39.	EduCare Community Living — Texas Living Centers, Inc.
40.	Employ-Ability Unlimited, Inc.
41.	Franklin Career College Incorporated
42.	General Health Corporation
43.	Habilitation Opportunities of Ohio, Inc.
44.	Hydesburg Estates, Inc.
45.	Individualized Supported Living, Inc.
46.	J. & J. Care Centers, Inc.
47.	Job Ready, Inc.
48.	Normal Life Family Services, Inc.
49.	Normal Life of California, Inc.
50.	Normal Life of Central Indiana, Inc.
51.	Normal Life of Georgia, Inc.
52.	Normal Life of Indiana
53.	Normal Life of Lafayette, Inc.
54.	Normal Life of Lake Charles, Inc.
55.	Normal Life of Louisiana, Inc.
56.	Normal Life of Southern Indiana, Inc.
57.	Normal Life, Inc.
58.	Onex Rescare Holdings Corp.
59.	PeopleServe, Inc.
60.	Pharmacy Alternatives, LLC
61.	P.S.I. Holdings, Inc.
62.	RAISE Geauga, Inc.
63.	Res-Care Alabama, Inc.
64.	Res-Care Arkansas, Inc.
65.	Res-Care California, Inc.
66.	Res-Care Europe, Inc.
67.	Res-Care Florida, Inc.
68.	Res-Care Idaho, Inc.
69.	Res-Care Illinois, Inc.
70.	Res-Care Iowa, Inc.
71.	Res-Care Kansas, Inc.
72.	Res-Care Michigan, Inc.
73.	Res-Care New Jersey, Inc.
74.	Res-Care Ohio, Inc.
75.	Res-Care Oklahoma, Inc.
76.	ResCare Finance, Inc.
77.	Res-Care Premier, Inc.
78.	Res-Care Training Technologies, Inc.
79.	Res-Care Washington, Inc.
80.	Res-Care Wisconsin, Inc.
81.	ResCare Pennsylvania Health Management Services, Inc.
82.	ResCare Pennsylvania Home Health Associates, Inc.
83.	ResCare DTS International, LLC

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84.	ResCare International, Inc.
85.	Rest Assured, LLC
86.	Rockcreek, Inc.
87.	RSCR California, Inc.
88.	RSCR Inland, Inc.
89.	RSCR West Virginia, Inc.
90.	Skyview Estates, Inc.
91.	Southern Home Care Services, Inc.
92.	Tangram Rehabilitation Network, Inc.
93.	Texas Home Management, Inc.
94.	The Academy for Individual Excellence, Inc.
95.	The Citadel Group, Inc.
96.	THM Homes, Inc.
97.	Upward Bound, Inc.
98.	VOCA Corp.
99.	VOCA Corporation of America
100.	VOCA Corporation of Florida
101.	VOCA Corporation of Indiana
102.	VOCA Corporation of Maryland
103.	VOCA Corporation of New Jersey
104.	VOCA Corporation of North Carolina
105.	VOCA Corporation of Ohio
106.	VOCA Corporation of West Virginia, Inc.
107.	VOCA of Indiana, LLC
108.	VOCA Residential Services, Inc.
109.	Youthtrack, Inc.

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Annex B

Search Offices and Jurisdictions

Name		Type of Search	Jurisdiction
1.	Res-Care, Inc.	UCC/TL/J	Kentucky SOS
		STL/FTL	Jefferson County, Kentucky
		SPSJ/FPSJ	Jefferson County, Kentucky
		Name Variations	Kentucky SOS
2.	Onex Rescare Acquisition, LLC	UCC/TL/J	Delaware SOS
		STL/FTL/J	New York SOS
			Jefferson County, Kentucky New York County, New York
		SPSJ/FPSJ	Jefferson County, Kentucky New York County, New York
		Name Variations	Delaware SOS Kentucky SOS New York SOS
3.	Onex Rescare Holdings Corp.	UCC/TL/J	Delaware SOS
		STL/FTL/J	Jefferson County, Kentucky New York County, New York
4.	Accent Health Care, Inc.	UCC/TL	Ohio SOS
5.	All Ways Caring Services, Inc.	UCC/TL	Illinois SOS
6.	Alternative Choices, Inc.	UCC/TL	California SOS
7.	Alternative Youth Services, Inc.	UCC/TL	Delaware SOS
8.	Arbor E&T, LLC	UCC/TL	Kentucky SOS
9.	ARBOR PEO, Inc.	UCC/TL	Delaware SOS
10.	B.W.J. Opportunity Centers, Inc.	UCC/TL	Texas SOS
11.	Baker Management, Inc.	UCC/TL	Missouri SOS
12.	Bald Eagle Enterprises, Inc.	UCC/TL	Missouri SOS
13.	Bolivar Developmental Training Center, Inc.	UCC/TL	Missouri SOS
14.	Braley & Thompson, Inc.	UCC/TL	West Virginia SOS
15.	Capital TX Investments, Inc.	UCC/TL	Delaware SOS
16.	Careers in Progress, Inc.	UCC/TL	Louisiana Central Index
17.	CATX Properties, Inc.	UCC/TL	Delaware SOS
18.	CNC/Access, Inc.	UCC/TL	Rhode Island SOS
19.	Community Advantage, Inc.	UCC/TL	Delaware SOS
20.	Community Alternatives Home Care, Inc.	UCC/TL	Kentucky SOS
21.	Community Alternatives Illinois, Inc.	UCC/TL	Delaware SOS
22.	Community Alternatives Indiana, Inc.	UCC/TL	Delaware SOS
23.	Community Alternatives Kentucky, Inc.	UCC/TL	Delaware SOS
24.	Community Alternatives Missouri, Inc.	UCC/TL	Missouri SOS
25.	Community Alternatives Mobile Nursing, Inc.	UCC/TL	Kentucky SOS
26.	Community Alternatives Nebraska, Inc.	UCC/TL	Delaware SOS
27.	Community Alternatives New Mexico, Inc.	UCC/TL	Delaware SOS
28.	Community Alternatives of Washington, D.C., Inc.	UCC/TL	Washington DC
29.	Community Alternatives Pharmacy, Inc.	UCC/TL	Delaware SOS
30.	Community Alternatives Texas Partner, Inc.	UCC/TL	Delaware SOS

Name		Type of Search	Jurisdiction
31.	Community Alternatives Virginia, Inc.	UCC/TL	Delaware SOS
32.	Creative Networks, L.L.C.	UCC/TL	Arizona SOS
33.	EduCare Community Living Corporation — America	UCC/TL	Delaware SOS
34.	EduCare Community Living Corporation — Gulf Coast	UCC/TL	Texas SOS
35.	EduCare Community Living Corporation — Missouri	UCC/TL	Missouri SOS
36.	EduCare Community Living Corporation — Nevada	UCC/TL	Nevada SOS
37.	EduCare Community Living Corporation — New Mexico	UCC/TL	New Mexico SOS
38.	EduCare Community Living Corporation — North Carolina	UCC/TL	North Carolina SOS
39.	EduCare Community Living Corporation — Texas	UCC/TL	Texas SOS
40.	EduCare Community Living Limited Partnership	UCC/TL	Kentucky SOS
41.	EduCare Community Living — Normal Life, Inc.	UCC/TL	Texas SOS
42.	EduCare Community Living — Texas Living Centers, Inc.	UCC/TL	Texas SOS
43.	Employ-Ability Unlimited, Inc.	UCC/TL	Ohio SOS
44.	Franklin Career College Incorporated	UCC/TL	California SOS
45.	General Health Corporation	UCC/TL	Arizona SOS
46.	Habilitation Opportunities of Ohio, Inc.	UCC/TL	Ohio SOS
47.	Hydesburg Estates, Inc.	UCC/TL	Missouri SOS
48.	Individualized Supported Living, Inc.	UCC/TL	Missouri SOS
49.	J. & J. Care Centers, Inc.	UCC/TL	California SOS
50.	Job Ready, Inc.	UCC/TL	Alaska SOS
51.	Normal Life Family Services, Inc.	UCC/TL	Louisiana Central Index
52.	Normal Life of California, Inc.	UCC/TL	California SOS
53.	Normal Life of Central Indiana, Inc.	UCC/TL	Indiana SOS
54.	Normal Life of Georgia, Inc.	UCC/TL	Georgia Central Index
55.	Normal Life of Indiana	UCC/TL	Indiana SOS Kentucky SOS
56.	Normal Life of Lafayette, Inc.	UCC/TL	Louisiana Central Index
57.	Normal Life of Lake Charles, Inc.	UCC/TL	Louisiana Central Index
58.	Normal Life of Louisiana, Inc.	UCC/TL	Louisiana Central Index
59.	Normal Life of Southern Indiana, Inc.	UCC/TL	Indiana SOS
60.	Normal Life, Inc.	UCC/TL	Kentucky SOS
61.	PeopleServe, Inc.	UCC/TL	Delaware SOS
62.	Pharmacy Alternatives, LLC	UCC/TL	Kentucky SOS
63.	P.S.I. Holdings, Inc.	UCC/TL	Ohio SOS
64.	RAISE Geauga, Inc.	UCC/TL	Ohio SOS
65.	Res-Care Alabama, Inc.	UCC/TL	Delaware SOS
66.	Res-Care Arkansas, Inc.	UCC/TL	Delaware SOS
67.	Res-Care California, Inc. (RCCA Services(1))	UCC/TL	Delaware SOS
68.	Res-Care Europe, Inc.	UCC/TL	Delaware SOS
69.	ResCare Finance, Inc.	UCC/TL	Delaware SOS

(1) D/b/a for Res-Care California, Inc.

2

Name		Type of Search	Jurisdiction
70.	Res-Care Florida, Inc.	UCC/TL	Florida SOS
71.	Res-Care Idaho, Inc.	UCC/TL	Delaware SOS
72.	Res-Care Illinois, Inc.	UCC/TL	Delaware SOS
73.	Res-Care Iowa, Inc.	UCC/TL	Delaware SOS
74.	Res-Care Kansas, Inc.	UCC/TL	Delaware SOS
75.	Res-Care Michigan, Inc.	UCC/TL	Delaware SOS
76.	Res-Care New Jersey, Inc.	UCC/TL	Delaware SOS
77.	Res-Care Ohio, Inc.	UCC/TL	Delaware SOS
78.	Res-Care Oklahoma, Inc.	UCC/TL	Delaware SOS
79.	ResCare Pennsylvania Health Management Services, Inc.	UCC/TL	Delaware SOS
80.	ResCare Pennsylvania Home Health Associates, Inc.	UCC/TL	Delaware SOS
81.	Res-Care Premier, Inc.	UCC/TL	Delaware SOS
82.	Res-Care Training Technologies, Inc.	UCC/TL	Delaware SOS
83.	Res-Care Washington, Inc.	UCC/TL	Delaware SOS
84.	Res-Care Wisconsin, Inc.	UCC/TL	Delaware SOS
85.	ResCare DTS International, LLC	UCC/TL	Delaware SOS
86.	ResCare International, Inc.	UCC/TL	Delaware SOS
87.	Rest Assured, LLC	UCC/TL	Kentucky SOS
88.	Rockcreek, Inc.	UCC/TL	California SOS
89.	RSCR California, Inc.	UCC/TL	Delaware SOS
90.	RSCR Inland, Inc.	UCC/TL	California SOS
91.	RSCR West Virginia, Inc.	UCC/TL	Delaware SOS
92.	Skyview Estates, Inc.	UCC/TL	Missouri SOS
93.	Southern Home Care Services, Inc.	UCC/TL	Georgia Central Index
94.	Tangram Rehabilitation Network, Inc.	UCC/TL	Texas SOS
95.	Texas Home Management, Inc.	UCC/TL	Delaware SOS
96.	The Academy for Individual Excellence, Inc.	UCC/TL	Delaware SOS
97.	The Citadel Group, Inc.	UCC/TL	Texas SOS
98.	THM Homes, Inc.	UCC/TL	Delaware SOS
99.	Upward Bound, Inc.	UCC/TL	Missouri SOS
100.	VOCA Corp.	UCC/TL	Ohio SOS
101.	VOCA Corporation of America	UCC/TL	Ohio SOS
102.	VOCA Corporation of Florida	UCC/TL	Florida SOS
103.	VOCA Corporation of Indiana	UCC/TL	Indiana SOS
104.	VOCA Corporation of Maryland	UCC/TL	Maryland SOS
105.	VOCA Corporation of New Jersey	UCC/TL	New Jersey SOS
106.	VOCA Corporation of North Carolina	UCC/TL	North Carolina SOS
107.	VOCA Corporation of Ohio	UCC/TL	Ohio SOS
108.	VOCA Corporation of West Virginia, Inc.	UCC/TL	West Virginia SOS
109.	VOCA of Indiana, LLC	UCC/TL	Indiana SOS
110.	VOCA Residential Services, Inc.	UCC/TL	Ohio SOS
111.	Youthtrack, Inc.	UCC/TL	Delaware SOS

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Annex C

Filing Offices and Jurisdictions

Name		Jurisdiction
1.	Res-Care, Inc.	Kentucky SOS
2.	Onex Rescare Acquisition, LLC	Delaware SOS
3.	Onex Rescare Holdings Corp.	Delaware SOS
4.	Accent Health Care, Inc.	Ohio SOS
5.	All Ways Caring Services, Inc.	Illinois SOS
6.	Alternative Choices, Inc.	California SOS
7.	Alternative Youth Services, Inc.	Delaware SOS
8.	Arbor E&T, LLC	Kentucky SOS
9.	ARBOR PEO, Inc.	Delaware SOS
10.	B.W.J. Opportunity Centers, Inc.	Texas SOS
11.	Baker Management, Inc.	Missouri SOS
12.	Bald Eagle Enterprises, Inc.	Missouri SOS
13.	Bolivar Developmental Training Center, Inc.	Missouri SOS
14.	Braley & Thompson, Inc.	West Virginia SOS
15.	Capital TX Investments, Inc.	Delaware SOS
16.	Careers in Progress, Inc.	Louisiana Central Index
17.	CATX Properties, Inc.	Delaware SOS
18.	CNC/Access, Inc.	Rhode Island SOS
19.	Community Advantage, Inc.	Delaware SOS
20.	Community Alternatives Home Care, Inc.	Kentucky SOS
21.	Community Alternatives Illinois, Inc.	Delaware SOS
22.	Community Alternatives Indiana, Inc.	Delaware SOS
23.	Community Alternatives Kentucky, Inc.	Delaware SOS
24.	Community Alternatives Missouri, Inc.	Missouri SOS
25.	Community Alternatives Mobile Nursing, Inc.	Kentucky SOS
26.	Community Alternatives Nebraska, Inc.	Delaware SOS
27.	Community Alternatives New Mexico, Inc.	Delaware SOS
28.	Community Alternatives of Washington, D.C., Inc.	Washington DC
29.	Community Alternatives Pharmacy, Inc.	Delaware SOS
30.	Community Alternatives Texas Partner, Inc.	Delaware SOS
31.	Community Alternatives Virginia, Inc.	Delaware SOS
32.	Creative Networks, L.L.C.	Arizona SOS
33.	EduCare Community Living Corporation — America	Delaware SOS
34.	EduCare Community Living Corporation — Gulf Coast	Texas SOS
35.	EduCare Community Living Corporation — Missouri	Missouri SOS
36.	EduCare Community Living Corporation — Nevada	Nevada SOS
37.	EduCare Community Living Corporation — New Mexico	New Mexico SOS
38.	EduCare Community Living Corporation — North Carolina	North Carolina SOS
39.	EduCare Community Living Corporation — Texas	Texas SOS
40.	EduCare Community Living Limited Partnership	Kentucky SOS
41.	EduCare Community Living — Normal Life, Inc.	Texas SOS
42.	EduCare Community Living — Texas Living Centers, Inc.	Texas SOS
43.	Employ-Ability Unlimited, Inc.	Ohio SOS
44.	Franklin Career College Incorporated	California SOS
45.	General Health Corporation	Arizona SOS

Name		Jurisdiction
46.	Habilitation Opportunities of Ohio, Inc.	Ohio SOS
47.	Hydesburg Estates, Inc.	Missouri SOS
48.	Individualized Supported Living, Inc.	Missouri SOS
49.	J. & J. Care Centers, Inc.	California SOS
50.	Job Ready, Inc.	Alaska SOS
51.	Normal Life Family Services, Inc.	Louisiana Central Index
52.	Normal Life of California, Inc.	California SOS
53.	Normal Life of Central Indiana, Inc.	Indiana SOS
54.	Normal Life of Georgia, Inc.	Georgia Central Index
55.	Normal Life of Indiana	Indiana SOS Kentucky SOS
56.	Normal Life of Lafayette, Inc.	Louisiana Central Index
57.	Normal Life of Lake Charles, Inc.	Louisiana Central Index
58.	Normal Life of Louisiana, Inc.	Louisiana Central Index
59.	Normal Life of Southern Indiana, Inc.	Indiana SOS
60.	Normal Life, Inc.	Kentucky SOS
61.	PeopleServe, Inc.	Delaware SOS
62.	Pharmacy Alternatives, LLC	Kentucky SOS
63.	P.S.I. Holdings, Inc.	Ohio SOS
64.	RAISE Geauga, Inc.	Ohio SOS
65.	Res-Care Alabama, Inc.	Delaware SOS
66.	Res-Care Arkansas, Inc.	Delaware SOS
67.	Res-Care California, Inc.	Delaware SOS
68.	Res-Care Europe, Inc.	Delaware SOS
69.	ResCare Finance, Inc.	Delaware SOS
70.	Res-Care Florida, Inc.	Florida SOS
71.	Res-Care Idaho, Inc.	Delaware SOS
72.	Res-Care Illinois, Inc.	Delaware SOS
73.	Res-Care Iowa, Inc.	Delaware SOS
74.	Res-Care Kansas, Inc.	Delaware SOS
75.	Res-Care Michigan, Inc.	Delaware SOS
76.	Res-Care New Jersey, Inc.	Delaware SOS
77.	Res-Care Ohio, Inc.	Delaware SOS
78.	Res-Care Oklahoma, Inc.	Delaware SOS
79.	ResCare Pennsylvania Health Management Services, Inc.	Delaware SOS
80.	ResCare Pennsylvania Home Health Associates, Inc.	Delaware SOS
81.	Res-Care Premier, Inc.	Delaware SOS
82.	Res-Care Training Technologies, Inc.	Delaware SOS
83.	Res-Care Washington, Inc.	Delaware SOS
84.	Res-Care Wisconsin, Inc.	Delaware SOS
85.	ResCare DTS International, LLC	Delaware SOS
86.	ResCare International, Inc.	Delaware SOS
87.	Rest Assured, LLC	Kentucky SOS
88.	Rockcreek, Inc.	California SOS
89.	RSCR California, Inc.	Delaware SOS
90.	RSCR Inland, Inc.	California SOS
91.	RSCR West Virginia, Inc.	Delaware SOS
92.	Skyview Estates, Inc.	Missouri SOS
93.	Southern Home Care Services, Inc.	Georgia Central Index

2

Name		Jurisdiction
94.	Tangram Rehabilitation Network, Inc.	Texas SOS
95.	Texas Home Management, Inc.	Delaware SOS
96.	The Academy for Individual Excellence, Inc.	Delaware SOS
97.	The Citadel Group, Inc.	Texas SOS
98.	THM Homes, Inc.	Delaware SOS
99.	Upward Bound, Inc.	Missouri SOS
100.	VOCA Corp.	Ohio SOS
101.	VOCA Corporation of America	Ohio SOS
102.	VOCA Corporation of Florida	Florida SOS
103.	VOCA Corporation of Indiana	Indiana SOS
104.	VOCA Corporation of Maryland	Maryland SOS
105.	VOCA Corporation of New Jersey	New Jersey SOS
106.	VOCA Corporation of North Carolina	North Carolina SOS
107.	VOCA Corporation of Ohio	Ohio SOS
108.	VOCA Corporation of West Virginia, Inc.	West Virginia SOS
109.	VOCA of Indiana, LLC	Indiana SOS
110.	VOCA Residential Services, Inc.	Ohio SOS
111.	Youthtrack, Inc.	Delaware SOS

3

EX-10.2

Exhibit 10.2

ONEX RESCARE HOLDINGS CORP.

STOCK OPTION PLAN

I.PURPOSE AND DEFINITIONS

A.PURPOSE OF THE PLAN

The Plan is intended to encourage ownership of Shares by Eligible Employees and Key Non-Employees in order to attract and retain such Eligible Employees in the employ of the Company or an Affiliate, or to attract such Key Non-Employees to provide services to the Company or an Affiliate, and to provide additional incentive for such persons to promote the success of the Company or an Affiliate.

B.DEFINITIONS

Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Plan, have the following meanings:

1.Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.

2.Board means the Board of Directors of the Company.

3.Code means the Internal Revenue Code of 1986, as amended.

4.Committee means the committee to which the Board delegates the power to act under or pursuant to the provisions of the Plan, or the Board if no committee is selected.  If the Board delegates powers to a committee, and if the Company is or becomes subject to Section 16 of the Exchange Act, then, if necessary for compliance therewith, such committee shall consist initially of not less than two (2) members of the Board, each member of which must be a “non-employee director,” within the meaning of the applicable rules promulgated pursuant to the Exchange Act.  If the Company is or becomes subject to Section 16 of the Exchange Act, no member of the Committee shall receive any Option pursuant to the Plan or any similar plan of the Company or any Affiliate while serving on the Committee unless the Board determines that the grant of such an Option satisfies the then current Rule 16b-3 requirements under the Exchange Act.  Notwithstanding anything herein to the contrary, and insofar as the Board determines that it is desirable in order for compensation recognized by Participants pursuant to the Plan to be fully deductible to the Company for federal income tax purposes, each member of the Committee also shall be an “outside director” (as defined in regulations or other guidance issued by the Internal Revenue Service under Code Section 162(m)).

5.Class A Common Stock means the Company’s Class A common stock, $0.01 par value per share.

6.Company means Onex Rescare Holdings Corp., a Delaware corporation, and includes any successor or assignee corporation or corporations into which the Company may be merged, changed, or consolidated; any corporation for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company.

7.Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.

8.Eligible Employee means an employee of the Company or of an Affiliate (including, without limitation, an employee who also is serving as an officer or director of the Company or of an Affiliate), designated by the Board or the Committee as being eligible to be granted one or more Options under the Plan.

9.Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

10.Fair Market Value means, if the Shares are listed on any national securities exchange, the closing sales price, if any, on the largest such exchange on the valuation date, or, if none, on the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date.  If the Shares are not then listed on any such exchange, the fair market value of such Shares shall be the closing sales price if such is reported, or otherwise the mean between the closing “Bid” and the closing “Ask” prices, if any, as reported in the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) for the valuation date, or if none, on the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date.  If the Shares are not then either listed on any such exchange or quoted in NASDAQ, or there has been no trade date within such thirty (30) day period, the fair market value shall be the mean between the average of the “Bid” and the average of the “Ask” prices, if any, as reported by the Electronic Quotation Service or Pink Sheets LLC (or such equivalent reporting service) for the valuation date, or, if none, for the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date.  If the fair market value cannot be determined under the preceding three sentences, it shall be determined in good faith by the Committee.

11.Incentive Option means an Option which, when granted, is intended to be an “incentive stock option,” as defined in Section 422 of the Code.

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12.Investors Stockholders Agreement means the Investor Stockholders Agreement, dated as of December 22, 2010, among the Company and the other stockholders of the Company party thereto.

13.Key Non-Employee means a non-employee director, consultant, or independent contractor of the Company or of an Affiliate who is designated by the Board or the Committee as being eligible to be granted one or more Options under the Plan.  For purposes of this Plan, a non-employee director shall be deemed to include the employer or other designee of such non-employee director, if the non-employee director is required, as a condition of his or her employment, to provide that any Option granted hereunder be made to the employer or other designee.

14.Nonstatutory Option means an Option which, when granted, is not intended to be an “incentive stock option,” as defined in Section 422 of the Code, or that subsequently fails to comply with the requirements of Section 422 of the Code.

15.Onex Investor has the meaning set forth in the Investor Stockholders Agreement.

16.Option means a right or option granted under the Plan.

17.Option Agreement means an agreement between the Company and a Participant executed and delivered pursuant to the Plan.

18.Participant means an Eligible Employee to whom one or more Incentive Options or Nonstatutory Options are granted under the Plan, and a Key Non-Employee to whom one or more Nonstatutory Options are granted under the Plan.

19.Plan means this Stock Option Plan, as amended from time to time.

20.Sale Notice has the meaning set forth in the Investor Stockholders Agreement.

21.Shares means the following shares of the capital stock of the Company as to which Options have been or may be granted under the Plan: treasury shares or authorized but unissued Class A Common Stock or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Article VI of the Plan.

3

II.SHARES SUBJECT TO THE PLAN

The aggregate number of Shares as to which Options may be granted from time to time shall be Three Thousand Eight Hundred Ten and 89/10000 (3,810.0089) Shares (subject to adjustment for stock splits, stock dividends, and other adjustments described in Article VI hereof); provided, however, that if the Company is or becomes a publicly held corporation, as such term is defined under Section 162(m) of the Code, the aggregate number of Shares as to which Options may be granted in any calendar year to any one Eligible Employee shall not exceed One Thousand (1,000)   (subject to adjustment for stock splits, stock dividends, and other adjustments described in Article VI hereof).  The aggregate number of Shares as to which Incentive Options may be granted from time to time shall be  Three Thousand Eight Hundred Ten and 89/10000 (3,810.0089)  Shares (subject to adjustment for stock splits, stock dividends and other adjustments described in Article VI hereof).

Shares subject to Options that are forfeited, terminated, expire unexercised, canceled by agreement of the Company and the Participant (whether for the purpose of repricing such Options or otherwise), settled in cash in lieu of Class A Common Stock or in such manner that all or some of the Shares covered by such Options are not issued to a Participant (or, if issued to the Participant, are returned to the Company by the Participant pursuant to a right of repurchase, a put right or right of first refusal exercised by the Company), shall immediately become available for Options.  In addition, if the exercise price of any Option is satisfied by tendering Shares to the Company (by actual delivery or attestation), only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for Options.

Subject to the provisions of Article VI, the aggregate number of Shares as to which Incentive Options may be granted shall be subject to change only by means of an amendment of the Plan duly adopted by the Company and approved by the stockholders of the Company within one year before or after the date of the adoption of any such amendment.

III.ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee.  A majority of the Committee shall constitute a quorum at any meeting thereof (including by telephone conference) and the acts of a majority of the members present, or acts approved in writing by a majority of the entire Committee without a meeting, shall be the acts of the Committee for purposes of this Plan.  The Committee may authorize one or more of its members or an officer of the Company to execute and deliver documents on behalf of the Committee.  A member of the Committee shall not exercise any discretion respecting himself or herself under the Plan.  The Board shall have the authority to remove, replace or fill any vacancy of any member of the Committee upon notice to the Committee and the affected member.  Any member of the Committee may resign upon notice to the Board.  If permitted by applicable law, and in accordance with any such law, the Committee may allocate among one or more of its

4

members, or may delegate to one or more of its agents, such duties and responsibilities as it determines.

Subject to the provisions of the Plan, the Committee is authorized to:

A.interpret the provisions of the Plan or of any Option or Option Agreement and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

B.determine which employees of the Company or of an Affiliate shall be designated as Eligible Employees and which of the Eligible Employees shall be granted Options;

C.determine the Key Non-Employees to whom Nonstatutory Options shall be granted;

D.determine whether the Option to be granted shall be an Incentive Option or Nonstatutory Option;

E.determine the number of Shares for which an Option or Options shall be granted;

F.provide for the acceleration of the right to exercise an Option (or portion thereof); and

G.specify the terms and conditions upon which Options may be granted;

provided, however, that with respect to Incentive Options, all such interpretations, rules, determinations, terms, and conditions shall be made and prescribed in the context of preserving the tax status of the Incentive Options as “incentive stock options” within the meaning of Section 422 of the Code.

The Committee may delegate to the chief executive officer and to other senior officers of the Company or its Affiliates its duties under the Plan pursuant to such conditions or limitations as the Committee may establish, except that only the Committee may select, and grant Options to, Participants who are subject to Section 16 of the Exchange Act.  All determinations of the Committee shall be made by a majority of its members.  No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option.

IV.ELIGIBILITY FOR PARTICIPATION

The Committee may, at any time and from time to time, grant one or more Options to one or more Eligible Employees or Key Non-Employees and may designate the number of Shares to be subject to each Option so granted, provided, however, that (i) each Participant receiving an Incentive Option must be an Eligible Employee of the Company or of an Affiliate at the time an Incentive Option is granted; (ii) no Incentive Options shall be granted after the expiration of ten (10) years from the earlier of the date of the adoption of the Plan by the Company or the approval of the Plan by the stockholders of the Company; and

5

(iii) the fair market value of the Shares (determined at the time the Option is granted) as to which Incentive Options are exercisable for the first time by any Eligible Employee during any single calendar year (under the Plan and under any other incentive option plan of the Company or an Affiliate) shall not exceed $100,000.

Notwithstanding the foregoing, if the Company is or becomes subject to Section 16 of the Exchange Act, then no individual who is a member of the Committee shall be eligible to receive an Option, unless the Board determines that the grant of the Option satisfies the then current Rule 16b-3 requirements under the Exchange Act.  If the Company is not subject to Section 16 of the Exchange Act, then no individual who is a member of the Committee shall be eligible to receive an Option under the Plan unless the granting of such Option shall be approved by the Committee, with all of the members voting thereon being disinterested members.  For the purpose of this Article IV, a “disinterested member” shall be any member who shall not then be, or at any time within the year prior thereto have been, granted an Option under the Plan or any other plan of the Company or an Affiliate, other than an Option granted under a formula plan established by the Company or an Affiliate.

Notwithstanding any of the foregoing provisions, the Committee may authorize the grant of an Option to a person not then in the employ of or serving as a director, consultant, or independent contractor of the Company or of an Affiliate, conditioned upon such person becoming eligible to become a Participant at or prior to the execution of the Option Agreement evidencing the actual grant of such Option.

V.TERMS AND CONDITIONS OF OPTIONS

Each Option shall be set forth in an Option Agreement, duly executed on behalf of the Company and by the Participant to whom such Option is granted.  Except for the setting of the Option price under Paragraph A, no Option shall be granted and no purported grant of any Option shall be effective until such Option Agreement shall have been duly executed on behalf of the Company and by the Participant.  Each such Option Agreement shall be subject to at least the following terms and conditions:

A.OPTION PRICE

In the case of a Nonstatutory Option and in the case of an Incentive Option, and if, for such Incentive Option, the Participant owns directly or by reason of the applicable attribution rules ten percent (10%) or less of the total combined voting power of all classes of stock of the Company, the Option price per share of the Shares covered by each such Nonstatutory Option or Incentive Option shall be not less than the Fair Market Value of the Shares on the date of the grant of the Option.  In all other cases of Incentive Options, the Option price shall be not less than one hundred ten percent (110%) of the Fair Market Value on the date of grant.

B.NUMBER OF SHARES

Each Option shall state the number of Shares to which it pertains.

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C.TERM OF OPTION

Each Incentive Option shall terminate not more than ten (10) years from the date of the grant thereof, or at such earlier time as the Option Agreement may provide, and shall be subject to earlier termination as herein provided, except that if the Option price is required under Paragraph A of this Article V to be at least one hundred ten percent (110%) of Fair Market Value, each such Incentive Option shall terminate not more than five (5) years from the date of the grant thereof, and shall be subject to earlier termination as herein provided.

D.DATE OF EXERCISE

Upon the authorization of the grant of an Option, or at any time thereafter, the Committee may, subject to the provisions of Paragraph C of this Article V, prescribe the date or dates on which the Option becomes exercisable, and may provide that the Option rights become exercisable in installments over a period of years, upon the attainment of stated goals and/or upon the satisfaction of certain conditions.  Unless the Committee otherwise provides in writing, or unless otherwise required by law (including, if applicable, the Uniformed Services Employment and Reemployment Rights Act), the date or dates on which the Option becomes exercisable shall be tolled during any unpaid leave of absence.  It is expressly understood that Options hereunder shall, unless otherwise provided for in writing by the Committee, be granted in contemplation of, and earned by the Participant through the completion of, future employment or service with the Company.

E.MEDIUM OF PAYMENT

The Option price shall be paid on the date of purchase specified in the notice of exercise, as set forth in Paragraph I.  It shall be paid in such form (permitted by Section 422 of the Code in the case of Incentive Options) as the Committee shall, either by rules promulgated pursuant to the provisions of Article III of the Plan, or in the particular Option Agreement, provide.

F.TERMINATION OF EMPLOYMENT

1.A Participant who ceases to be an employee or Key Non-Employee for cause shall, upon such termination, cease to have any right to exercise any Option.  For purposes of this Plan, cause shall be as defined in any employment or other agreement between the Participant and the Company (or an Affiliate) or, if there is no such agreement or definition therein, cause shall be defined to include (i) a Participant’s theft or embezzlement, or attempted theft or embezzlement, of money or property of the Company or of an Affiliate, a Participant’s perpetration or attempted perpetration of fraud, or a Participant’s participation in a fraud or attempted fraud, on the Company or

7

an Affiliate or a Participant’s unauthorized appropriation of, or a Participant’s attempt to misappropriate, any tangible or intangible assets or property of the Company or an Affiliate; (ii) any act or acts by a Participant of disloyalty, dishonesty, misconduct, moral turpitude, or any other act or acts by a Participant injurious to the interest, property, operations, business or reputation of the Company or an Affiliate; (iii) a Participant’s commission of a felony or any other crime the commission of which results in injury to the Company or an Affiliate; (iv) any violation of any restriction on the disclosure or use of confidential information of the Company or an Affiliate, client, customer, prospect, or merger or acquisition target, or on competition with the Company or an Affiliate or any of its businesses as then conducted; or (v) any other action that the Board or the Committee, in their sole discretion, may deem to be sufficiently injurious to the interests of the Company or an Affiliate to constitute substantial cause for termination.  The determination of the Board or the Committee as to the existence of cause shall be conclusive and binding upon the Participant and the Company.

2.Except as the Committee may otherwise expressly provide or determine (consistent with Section 422 of the Code, if applicable), a Participant who is absent from work with the Company or an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined at Paragraph B(7) of Article I hereof), or who is on leave of absence for any purpose permitted by the Company or by any authoritative interpretation (i.e., regulation, ruling, case law, etc.) of Section 422 of the Code, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated his or her employment or relationship with the Company or with an Affiliate.  For purposes of Incentive Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract (or the Committee approves such longer leave of absence, in which event the Incentive Option held by the Participant shall be treated for tax purposes as a Nonstatutory Option on the date that is six (6) months following the first day of such leave).

G.EXERCISE OF OPTION AND ISSUE OF STOCK

Options shall be exercised by giving written notice to the Company.  Such written notice shall: (l) be signed by the person exercising the Option, (2) state the number of Shares with respect to which the Option is being exercised, (3) contain the warranty required by paragraph K of this Article V, and (4) specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased.  Such tender and conveyance shall take place at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option.  On the date

8

specified in such written notice (which date may be extended by the Company in order to comply with any law or regulation which requires the Company to take any action with respect to the Option Shares prior to the issuance thereof, whether pursuant to the provisions of Article VI or otherwise), the Company shall accept payment for the Option Shares, and shall deliver to the person or persons exercising the Option in exchange therefor an appropriate certificate or certificates for fully paid non-assessable Shares.  In the event of any failure to pay for the number of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate with respect to such number of Shares, but shall continue with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto.

Notwithstanding anything to the contrary contained herein, no Participant shall be entitled to exercise the Option and no Shares shall be issued pursuant to the exercise of the Option unless the Participant becomes a signatory to the Investors Stockholders Agreement by executing a joinder agreement thereto whereby the Participant shall be deemed to have adopted and to have agreed to be bound by all of the provisions thereof.

H.SALE NOTICE UNDER INVESTOR STOCKHOLDERS AGREEMENT

The Company shall promptly deliver to each Participant a copy of any Sale Notice delivered by an Onex Investor under Section 5.1 of the Investor Stockholders Agreement and shall permit Participants to exercise the Option as of immediately prior to the consummation of the proposed transfer described in such notice (and conditioned thereon) to the extent that the Participant will be entitled to exercise the Option under applicable Option Agreement after giving effect to the proposed transfer, such that the Participant will be able to participate in such proposed transfer with respect to the Shares acquired upon such exercise as a “Participating Stockholder” under the Investor Stockholders Agreement.

I.RIGHTS AS A STOCKHOLDER

No Participant to whom an Option has been granted shall have rights as a stockholder with respect to any Shares covered by such Option except as to such Shares as have been issued to or registered in the Company’s share register in the name of such Participant upon the due exercise of the Option and tender of the full Option price, and to the extent that the Participant shall have executed and delivered to the Company a joinder agreement to the Investor Stockholders Agreement whereby the Participant shall be deemed to have adopted and to have agreed to be bound by all of the provisions thereof.

J.ASSIGNABILITY AND TRANSFERABILITY OF OPTION

Except to the extent otherwise expressly provided in the Stock Option Agreement, unless otherwise permitted by the Code, by Rule 16b-3 of the Exchange Act and by

9

the exemption set forth under Section 12(g) of the Exchange Act (Release No. 34-56887), if applicable, and approved in advance by the Committee, an Option granted to a Participant shall not be transferable by the Participant and shall be exercisable, during the Participant’s lifetime, only by such Participant or, in the event of the Participant’s incapacity, his guardian or legal representative.  Except as otherwise permitted herein or as otherwise expressly provided in the Stock Option Agreement, such Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or similar process.  Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Paragraph K, or the levy of any attachment or similar process upon an Option or such rights, shall be null and void.

K.OTHER PROVISIONS

The Option Agreement for an Incentive Option shall contain such limitations and restrictions upon the exercise of the Option as shall be necessary in order that such Option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code.  Further, the Option Agreements authorized under the Plan shall be subject to such other terms and conditions including, without limitation, restrictions upon the exercise of the Option, as the Committee shall deem advisable and which, in the case of Incentive Options, are not inconsistent with the requirements of Section 422 of the Code.

L.PURCHASE FOR INVESTMENT

Unless the Shares to be issued upon the particular exercise of an Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled.  In accordance with the direction of the Committee, the persons who exercise such Option shall warrant to the Company that, at the time of such exercise, such persons are acquiring their Option Shares for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and shall make such other representations, warranties, acknowledgments and/or affirmations, if any, as the Committee may require.  In such event, the persons acquiring such Shares shall be bound by the provisions of the following legend (or similar legend) which shall be endorsed upon the certificate(s) evidencing their Option Shares issued pursuant to such exercise.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD (WITHIN THE MEANING OF SUCH ACT) IN THE ABSENCE OF REGISTRATION UNDER SUCH ACT OR AN EXEMPTION THEREFROM.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN

10

RESTRICTIONS ON TRANSFER AND CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES CONTAINED IN THE INVESTOR STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 22, 2010, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS.  A COPY OF SUCH INVESTOR STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining any consent that the Company deems necessary under any applicable law (including without limitation state securities or “blue sky” laws).

VI.ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY

If the outstanding Shares of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, or consolidation, or if a change is made to the Class A Common Stock of the Company by reason of any recapitalization, reclassification, change in par value, stock split, reverse stock split, combination of shares or dividend payable in capital stock, or the like, the Company shall make adjustments to such Options (including, by way of example and not by way of limitation, the grant of substitute options under the Plan or under the plan of such other corporation) as it may determine to be appropriate under the circumstances, and, in addition, appropriate adjustments shall be made in the number and kind of shares and in the option price per share subject to outstanding options under the Plan or under the plan of such successor corporation.  No such adjustment shall be made which shall, within the meaning of Sections 424 and 409A of the Code, as applicable, constitute such a modification, extension, or renewal of an option as to cause the adjustment to be considered as the grant of a new option.

Notwithstanding anything herein to the contrary, the Company may, in its sole discretion, accelerate the timing of the exercise provisions of any Option in the event of (i) the adoption of a plan of merger or consolidation under which a majority of the Shares of the Company would be eliminated, or (ii) a sale of all or any portion of the Company’s assets or capital stock.  Alternatively, the Company may, in its sole discretion and without the consent of the Participants, provide for one or more of the following: (i) the assumption of the Plan and outstanding Options by the surviving corporation or its parent; (ii) the

11

substitution by the surviving corporation or its parent of Options with substantially the same terms for such outstanding Options; (iii) immediate exercisability of such outstanding Options followed by cancellation of such Options; and (iv) settlement of the intrinsic value of the outstanding vested Options in cash or cash equivalents or equity followed by the cancellation of all such Options (whether or not then vested or exercisable).

Upon a business combination by the Company or any of its Affiliates with any corporation or other entity through the adoption of a plan of merger or consolidation or a share exchange or through the purchase of all or substantially all of the capital stock or assets of such other corporation or entity, the Board or the Committee may, in its sole discretion, grant Options pursuant hereto to all or any persons who, on the effective date of such transaction, hold outstanding options to purchase securities of such other corporation or entity and who, on and after the effective date of such transaction, will become employees or directors of, or consultants to, the Company or its Affiliates.  The number of Shares subject to such substitute Options shall be determined in accordance with the terms of the transaction by which the business combination is effected.  Notwithstanding the other provisions of this Plan, the other terms of such substitute Options shall be substantially the same as or economically equivalent to the terms of the options for which such Options are substituted, all as determined by the Board or by the Committee, as the case may be.  Upon the grant of substitute Options pursuant hereto, the options to purchase securities of such other corporation or entity for which such Options are substituted shall be canceled immediately.

VII.DISSOLUTION OR LIQUIDATION OF THE COMPANY

Upon the dissolution or liquidation of the Company other than in connection with a transaction to which the preceding Article VI is applicable, all Options granted hereunder shall terminate and become null and void; provided, however, that if the rights of a Participant under the applicable Options have not otherwise terminated and expired, the Participant shall have the right immediately prior to such dissolution or liquidation to exercise any Option granted hereunder to the extent that the right to purchase shares thereunder has become exercisable as of the date immediately prior to such dissolution or liquidation.

VIII.TERMINATION OF THE PLAN

The Plan shall terminate (10) years from the earlier of the date of its adoption or the date of its approval by the stockholders.  The Plan may be terminated at an earlier date by vote of the stockholders or the Board; provided, however, that any such earlier termination shall not affect any Options granted or Option Agreements executed prior to the effective date of such termination.  Except as may otherwise be provided for under Articles VI and VII, and notwithstanding the termination of the Plan, any Options granted prior to the effective date of the Plan’s termination may be exercised until the earlier of (i) the date set forth in the Option Agreement, or (ii) in the case of Incentive Options, ten (10) years from the date the Option is granted, and the provisions of the Plan with respect to the full and final authority of the Committee under the Plan shall continue to control.

12

IX.AMENDMENT OF THE PLAN

The Plan may be amended by the Board and such amendment shall become effective upon adoption by the Board; provided, however, that any amendment shall be subject to the approval of the stockholders of the Company at or before the next annual meeting of the stockholders of the Company if such stockholder approval is required by the Code, any federal or state law or regulation, the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, or if the Board, in its discretion, determines to submit such changes to the Plan to its stockholders for approval.

X.EMPLOYMENT RELATIONSHIP

Nothing herein contained shall be deemed to prevent the Company or an Affiliate from terminating the employment of a Participant, nor to prevent a Participant from terminating the Participant’s employment with the Company or an Affiliate, unless otherwise limited by an agreement between the Company (or an Affiliate) and the Participant.

XI.INDEMNIFICATION OF COMMITTEE

In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken by them as members of the Committee and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that the Committee member is liable for gross negligence or willful misconduct in the performance of his or her duties.  To receive such indemnification, a Committee member must first offer in writing to the Company the opportunity, at its own expense, to defend any such action, suit or proceeding.

XII.MITIGATION OF EXCISE TAX

Unless otherwise provided for in the Option Agreement or in any other agreement between the Company (or an Affiliate) and the Participant, if any payment or right accruing to a Participant under this Plan (without the application of this Article XII), either alone or together with other payments or rights accruing to the Participant from the Company or an Affiliate would constitute a “parachute payment” (as defined in Section 280G of the Code and regulations thereunder), such payment or right shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under the Plan being subject to an excise tax under Section 4999 of the Code or being disallowed as a deduction under Section 280G of the Code.  The determination of whether any reduction in the rights or payments under this Plan is to apply shall be made by the Company.  The

13

Participant shall cooperate in good faith with the Company in making such determination and providing any necessary information for this purpose.

XIII.SAVINGS CLAUSE

This Plan is intended to comply in all respects with applicable law and regulations, including, (i) with respect to those Participants who are officers or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the Securities and Exchange Commission, if applicable, (ii) Section 402 of the Sarbanes-Oxley Act, (iii) Code Section 409A, and (iv) with respect to executive officers, Code Section 162(m).  In case any one or more provisions of this Plan shall be held invalid, illegal, or unenforceable in any respect under applicable law and regulation (including Rule 16b-3 and Code Section 162(m) and Code Section 409A), the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal, or unenforceable provision shall be deemed null and void; however, to the extent permitted by law, any provision that could be deemed null and void shall first be construed, interpreted, or revised retroactively to permit this Plan to be construed in compliance with all applicable law (including Rule 16b-3 and Code Section 162(m) and Code Section 409A) so as to foster the intent of this Plan.  Notwithstanding anything herein to the contrary, with respect to Participants who are officers and directors for purposes of Section 16 of the Exchange Act, no grant of an Option to purchase Shares shall permit unrestricted ownership of Shares by the Participant for at least six (6) months from the date of the grant of such Option, unless the Board determines that the grant of such Option to purchase Shares otherwise satisfies the then current Rule 16b-3 requirements.

XIV.WITHHOLDING

Except as otherwise provided by the Committee,

A.the Company shall have the power and right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy the minimum federal, state, and local taxes required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of this Plan; and

B.in the case of any taxable event hereunder, a Participant may elect, subject to the approval in advance by the Committee, to satisfy the withholding requirement, if any, in whole or in part, by having the Company withhold Shares of Class A Common Stock that would otherwise be transferred to the Participant having a Fair Market Value, on the date the tax is to be determined, equal to the minimum marginal tax that could be imposed on the transaction.  All elections shall be made in writing and signed by the Participant.

XV.EFFECTIVE DATE

This Plan shall become effective upon adoption by the Board, provided that the adoption of the Plan shall be subject to the approval of the stockholders of the Company if such

14

stockholder approval is required by the Code, any federal or state law or regulations, the rules of any stock exchange or automated quotation system on which the Shares may be listed or quoted, or if the Board, in its discretion, desires to submit the Plan to its stockholders for approval.

XVI.REQUIRED FINANCIAL AND OTHER INFORMATION

To the extent the Committee determines that there are five hundred (500) or more Participants in this Plan and all similar plans, and that it desires to comply with the exemption set forth under Section 12(g) of the Exchange Act (Release No. 34-56887), the Committee shall provide each Participant every six (6) months with the risk and financial information so required thereunder, and in the manner so required, in order to comply with such exemption.

XVII.FOREIGN JURISDICTIONS

To the extent the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Plan in jurisdictions outside the United States of America, the Committee in its discretion may modify those restrictions as it determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States of America.

XVIII.GOVERNING LAW

This Plan shall be governed by the laws of the State of Delaware and construed in accordance therewith.

Adopted this            day of                         , 2011.

15

EX-21.1

Exhibit 21.1

List of Subsidiaries of Res-Care, Inc.

NAME	STATE OF INCORPORATION/FORMATION
Accent Health Care, Inc.	Ohio
All Ways Caring Services, Inc.	Illinois
Alternative Choices, Inc.	California
Alternative Youth Services, Inc.	Delaware
Arbor E&T, LLC	Kentucky
Arbor PEO, Inc.	Delaware
B.W.J. Opportunity Centers, Inc.	Texas
Baker Management, Inc.	Missouri
Bald Eagle Enterprises, Inc.	Missouri
Bolivar Developmental Training Center, Inc.	Missouri
Braley & Thompson, Inc.	West Virginia
Capital TX Investments, Inc.	Delaware
Careers in Progress, Inc.	Louisiana
CATX Properties, Inc.	Delaware
CNC/Access, Inc.	Rhode Island
Community Advantage, Inc.	Delaware
Community Alternatives Home Care, Inc.	Kentucky
Community Alternatives Illinois, Inc.	Delaware
Community Alternatives Indiana, Inc.	Delaware
Community Alternatives Kentucky, Inc.	Delaware
Community Alternatives Missouri, Inc.	Missouri
Community Alternatives Mobile Nursing, Inc.	Kentucky
Community Alternatives Nebraska, Inc.	Delaware
Community Alternatives New Mexico, Inc.	Delaware
Community Alternatives of Washington D.C., Inc.	Washington, D.C.
Community Alternatives Pharmacy, Inc.	Delaware
Community Alternatives Texas Partner, Inc.	Delaware
Community Alternatives Virginia, Inc.	Delaware
Creative Networks, L.L.C.	Arizona
EduCare Community Living - Normal Life, Inc.	Texas
EduCare Community Living - Texas Living Centers, Inc.	Texas
EduCare Community Livign Corporation - America	Delaware
EduCare Community Living Corporation - Gulf Coast	Texas
EduCare Community Living Corporation - Missouri	Missouri
EduCare Community Living Corporation - Nevada	Nevada
EduCare Community Living Coporation - New Mexico	New Mexico
EduCare Community Living Corporation - North Carolina	North Carolina
EduCare Community Living Corporation - Texas	Texas
EduCare Community Living Limited Partnership	Kentucky
Employ-Ability Unlimited, Inc.	Ohio
Franklin Career College Incorporated	California
General Health Corporation	Arizona
Habilitation Opportunities of Ohio, Inc.	Ohio
Hydesburg Estates, Inc.	Missouri
Individualized Supported Living, Inc.	Missouri

J. & J. Care Centers, Inc.	California
Job Ready, Inc.	Arkansas
Maatwerk Nederland B.V.	Netherlands
Maatwerk Reintegrations GmbH	Kle
Maatwerk Support B.V.	Netherlands
Middle East Training LLC	Jordan
Normal Life Family Services, Inc.	Louisiana
Normal Life of California, Inc.	California
Normal Life of Central Indiana, Inc.	Indiana
Normal Life of Georgia, Inc.	Georgia
Normal Life of Lafayette, Inc.	Louisiana
Normal Life of Lake Charles, Inc.	Louisiana
Normal Life of Louisiana, Inc.	Louisiana
Normal Life of Southern Indiana, Inc. (formerly, Normal Life of Indiana, Inc.)	Indiana
Normal Life, Inc.	Kentucky
P.S.I. Holdings, Inc.	Ohio
PeopleServe Limited	United Kingdom
PeopleServe, Inc.	Delaware
Pharmacy Alternatives, LLC	Kentucky
RAISE Geauga, Inc	Ohio
Res-Care Alabama, Inc.	Delaware
Res-Care Arkansas, Inc.	Delaware
ResCare Bahrain W.L.L	Bahrain
Res-Care California, Inc.	Delaware
ResCare DTS International, LLC	Delaware
Res-Care Europe, Inc.	Delaware
ResCare Finance, Inc.	Delaware
Res-Care Florida, Inc.	Florida
ResCare Gulf FZ-LLC	Dub
Res-Care Idaho, Inc.	Delaware
Res-Care Illinois, Inc.	Delaware
ResCare International, Inc.	Delaware
Res-Care Iowa, Inc.	Delaware
Res-Care Kansas, Inc.	Delaware
ResCare Maatwerk B.V.	Netherlands
Res-Care Michigan, Inc.	Delaware
ResCare Netherlands B.V.	Netherlands
Res-Care New Jersey, Inc.	Delaware
Res-Care Ohio, Inc.	Delaware
Res-Care Oklahoma, Inc.	Delaware
ResCare Pennsylvania Health Management Services, Inc.	Delaware
ResCare Pennsylvania Home Health Associates, Inc.	Delaware
ResCare Premier Canada, Inc.	Ontario
Res-Care Premier, Inc.	Delaware
Res-Care Training Technologies, Inc.	Delaware
ResCare UK Limited	United Kingdom
Res-Care Washington, Inc.	Delaware
Res-Care Wisconsin, Inc.	Delaware
Rest Assured, LLC	Kentucky
Rockcreek, Inc.	California

RSCR California, Inc.	Delaware
RSCR Inland, Inc.	California
RSCR West Virginia, Inc.	Delaware
Skyview Estates, Inc.	Missouri
Southern Home Care Services, Inc.	Georgia
Tangram Rehabilitation Network, Inc.	Texas
Texas Home Management, Inc.	Delaware
The Academy for Individual Excellence, Inc.	Delaware
The Citadel Group, Inc.	Texas
THM Homes, Inc.	Delaware
Upward Bound, Inc.	Missouri
VOCA Corp.	Ohio
VOCA Corporation of America	Ohio
VOCA Corporation of Florida	Florida
VOCA Corporation of Indiana	Indiana
VOCA Corporation of Maryland	Maryland
VOCA Corporation of New Jersey	New Jersey
VOCA Corporation of North Carolina	North Carolina
VOCA Corporation of Ohio	Ohio
VOCA Corporation of West Virginia, Inc.	West Virginia
VOCA of Indiana, LLC	Indiana
VOCA Residential Services, Inc.	Ohio
Youthtrack, Inc.	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Res-Care, Inc.:

We consent to the use of our report included in the Registration Statement on Form S-4 and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Louisville, Kentucky

April 15, 2011

EX-25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Res-Care, Inc.
(Exact name of obligor as specified in its charter)

Kentucky	61-0875371
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant Guarantoras Specified in its Charter	Jurisdiction ofFormation	I.R.S.EmployerIdentificationNumber
Accent Health Care, Inc.	Ohio	31-1623902
All Ways Caring Services, Inc.	Illinois	36-3329709
Alternative Choices, Inc.	California	33-0456663
Alternative Youth Services, Inc.	Delaware	61-1313657
Arbor E&T, LLC	Kentucky	46-0508470
Arbor PEO, Inc.	Delaware	26-2423152
B.W.J. Opportunity Centers, Inc.	Texas	74-2436417

Exact Name of Registrant Guarantoras Specified in its Charter	Jurisdiction ofFormation	I.R.S.EmployerIdentificationNumber
Baker Management, Inc.	Missouri	43-1361852
Bald Eagle Enterprises, Inc.	Missouri	43-1784286
Bolivar Developmental Training Center, Inc.	Missouri	43-1283738
Braley & Thompson, Inc.	West Virginia	55-0590179
Capital TX Investments, Inc.	Delaware	61-1251455
Careers in Progress, Inc.	Louisiana	72-1275369
CATX Properties, Inc.	Delaware	61-1263159
CNC/Access, Inc.	Rhode Island	05-0422187
Community Advantage, Inc.	Delaware	61-1239945
Community Alternatives Home Care, Inc.	Kentucky	62-1361591
Community Alternatives Illinois, Inc.	Delaware	31-1493235
Community Alternatives Indiana, Inc.	Delaware	61-1242499
Community Alternatives Kentucky, Inc.	Delaware	61-1312326
Community Alternatives Missouri, Inc.	Missouri	43-1636671
Community Alternatives Mobile Nursing, Inc.	Kentucky	61-1252360
Community Alternatives Nebraska, Inc.	Delaware	61-1247067
Community Alternatives New Mexico, Inc.	Delaware	61-1254414
Community Alternatives of Washington D.C., Inc.	Washington, D.C.	31-1257932
Community Alternatives Pharmacy, Inc.	Delaware	46-0506717
Community Alternatives Texas Partner, Inc.	Delaware	61-1314648
Community Alternatives Virginia, Inc.	Delaware	61-1273991
Creative Networks, L.L.C.	Arizona	86-0800357
EduCare Community Living - Normal Life, Inc.	Texas	75-2588340
EduCare Community Living - Texas Living Centers, Inc.	Texas	75-2633891
EduCare Community Living Corporation - America	Delaware	74-2473426
EduCare Community Living Corporation - Gulf Coast	Texas	74-2421937
EduCare Community Living Corporation - Missouri	Missouri	43-1588987
EduCare Community Living Corporation - Nevada	Nevada	74-2706116
EduCare Community Living Corporation - New Mexico	New Mexico	85-0415637
EduCare Community Living Corporation - North Carolina	North Carolina	56-1735505
EduCare Community Living Corporation - Texas	Texas	74-2436416
EduCare Community Living Limited Partnership	Kentucky	61-1326692
Employ-Ability Unlimited, Inc.	Ohio	31-1464800
Franklin Career College Incorporated	California	73-1676508
General Health Corporation	Arizona	86-0529797
Habilitation Opportunities of Ohio, Inc.	Ohio	31-1262113
Hydesburg Estates, Inc.	Missouri	43-1557463
Individualized Supported Living, Inc.	Missouri	43-1700277
J. & J. Care Centers, Inc.	California	68-0067564
Job Ready, Inc.	Arkansas	92-0157161
Normal Life Family Services, Inc.	Louisiana	72-1275755
Normal Life of California, Inc.	California	77-0455009
Normal Life of Central Indiana, Inc.	Indiana	62-1365098
Normal Life of Georgia, Inc.	Georgia	31-1529990
Normal Life of Indiana	Indiana	61-1305095
Normal Life of Lafayette, Inc.	Louisiana	74-2499272
Normal Life of Lake Charles, Inc.	Louisiana	61-1196456
Normal Life of Louisiana, Inc.	Louisiana	72-0981523
Normal Life of Southern Indiana, Inc.	Indiana	35-1572479
Normal Life, Inc.	Kentucky	61-1053590
P.S.I. Holdings, Inc.	Ohio	31-1629153
PeopleServe, Inc.	Delaware	31-1477505
Pharmacy Alternatives, LLC	Kentucky	20-3612272

Exact Name of Registrant Guarantoras Specified in its Charter	Jurisdiction ofFormation	I.R.S.EmployerIdentificationNumber
RAISE Geauga, Inc	Ohio	34-1660712
Res-Care Alabama, Inc.	Delaware	61-1327501
Res-Care Arkansas, Inc.	Delaware	27-0296931
Res-Care California, Inc.	Delaware	61-1268555
ResCare DTS International, LLC	Delaware	20-1739397
Res-Care Europe, Inc.	Delaware	26-1293458
ResCare Finance, Inc.	Delaware	61-1316063
Res-Care Florida, Inc.	Florida	61-1204314
Res-Care Idaho, Inc.	Delaware	26-2863359
Res-Care Illinois, Inc.	Delaware	61-1278144
ResCare International, Inc.	Delaware	20-1739307
Res-Care Iowa, Inc.	Delaware	26-2869154
Res-Care Kansas, Inc.	Delaware	61-1278142
Res-Care Michigan, Inc.	Delaware	26-0643927
Res-Care New Jersey, Inc.	Delaware	61-1312327
Res-Care Ohio, Inc.	Delaware	61-1259401
Res-Care Oklahoma, Inc.	Delaware	61-1286352
ResCare Pennsylvania Health Management Services, Inc.	Delaware	27-1448312
ResCare Pennsylvania Home Health Associates, Inc.	Delaware	27-1448195
Res-Care Premier, Inc.	Delaware	61-1313340
Res-Care Training Technologies, Inc.	Delaware	61-1297942
Res-Care Washington, Inc.	Delaware	61-1328026
Res-Care Wisconsin, Inc.	Delaware	26-2869043
Rest Assured, LLC	Kentucky	20-4626245
Rockcreek, Inc.	California	33-0403356
RSCR California, Inc.	Delaware	61-1278143
RSCR Inland, Inc.	California	33-0468570
RSCR West Virginia, Inc.	Delaware	31-1489372
Skyview Estates, Inc.	Missouri	43-1533401
Southern Home Care Services, Inc.	Georgia	58-1408815
Tangram Rehabilitation Network, Inc.	Texas	75-1767981
Texas Home Management, Inc.	Delaware	61-1245563
The Academy for Individual Excellence, Inc.	Delaware	31-1563871
The Citadel Group, Inc.	Texas	74-2764035
THM Homes, Inc.	Delaware	61-1251391
Upward Bound, Inc.	Missouri	43-1498913
VOCA Corp.	Ohio	31-0946580
VOCA Corporation of America	Ohio	31-1580449
VOCA Corporation of Florida	Florida	31-1524533
VOCA Corporation of Indiana	Indiana	35-1872670
VOCA Corporation of Maryland	Maryland	31-1288343
VOCA Corporation of New Jersey	New Jersey	31-1427741
VOCA Corporation of North Carolina	North Carolina	31-1282449
VOCA Corporation of Ohio	Ohio	31-1264951
VOCA Corporation of West Virginia, Inc.	West Virginia	31-1208122
VOCA of Indiana, LLC	Indiana	35-2063976
VOCA Residential Services, Inc.	Ohio	31-1355744
Youthtrack, Inc.	Delaware	61-1292060

9901 Linn Station Road
Louisville, Kentucky	40223
(Address of principal executive offices)	(Zip code)

10.75% Senior Notes due 2019

(Title of the indenture securities)

Item 1.General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee.Not applicable.

Item 16.  List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.See Exhibit 2

Exhibit 4.Copy of By-laws of the trustee as now in effect.***

Exhibit 5.Not applicable.

Exhibit 6.The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.Not applicable.

Exhibit 9.Not applicable.

*Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

**Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 4th day of April, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Raymond Delli Colli

Raymond Delli Colli

Vice President

EXHIBIT 6

April 4, 2011

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Raymond Delli Colli

Raymond Delli Colli

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,518
Interest-bearing balances		57,228
Securities:
Held-to-maturity securities		0
Available-for-sale securities		150,439
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,656
Securities purchased under agreements to resell		16,821
Loans and lease financing receivables:
Loans and leases held for sale		38,095
Loans and leases, net of unearned income	691,483
LESS: Allowance for loan and lease losses	19,637
Loans and leases, net of unearned income and allowance		671,846
Trading Assets		30,824
Premises and fixed assets (including capitalized leases)		8,129
Other real estate owned		5,713
Investments in unconsolidated subsidiaries and associated companies		659
Direct and indirect investments in real estate ventures		111
Intangible assets
Goodwill		20,931
Other intangible assets		26,452
Other assets		55,856
Total assets		$	1,102,278
LIABILITIES
Deposits:
In domestic offices		$	747,742
Noninterest-bearing	165,559
Interest-bearing	582,183
In foreign offices, Edge and Agreement subsidiaries, and IBFs		99,235
Noninterest-bearing	2,029
Interest-bearing	97,206
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		2,930
Securities sold under agreements to repurchase		16,102

	Dollar Amounts
	In Millions
Trading liabilities	15,647
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	40,254
Subordinated notes and debentures	19,252
Other liabilities	37,554
Total liabilities	$	978,716
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	98,971
Retained earnings	17,489
Accumulated other comprehensive income	5,280
Other equity capital components	0
Total bank equity capital	122,259
Noncontrolling (minority) interests in consolidated subsidiaries	1,303
Total equity capital	123,562
Total liabilities, and equity capital	$	1,102,278

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO   

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Dave Hoyt
Michael Loughlin

EX-99.1

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Exhibit 99.1

RES-CARE, INC.

LETTER OF TRANSMITTAL

For Tender of All Outstanding
10.75% Senior Notes Due 2019
in Exchange For
10.75% Senior Notes Due 2019
Which Have Been Registered Under The Securities Act of 1933

Pursuant to the Prospectus
Dated April             , 2011

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2011, UNLESS THE EXCHANGE OFFER IS EXTENDED. 

To: WELLS FARGO BANK, NATIONAL ASSOCIATION
(The "Exchange Agent")

By Overnight Courier or Regular Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association
MAC N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue Minneapolis, MN 55479	MAC N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480	Corporate Trust Operations Northstar East Bldg. – 12th Floor 608 Second Avenue South Minneapolis, MN 55479

By Facsimile (eligible institutions only):	For Information or To Confirm by Telephone:
(612) 667-6282 Attn: Bondholder Communications	(800) 344-5128 Attn: Bondholder Communications

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        The undersigned acknowledges that he or she has received the Prospectus, dated April     , 2011 (the "Prospectus"), of Res-Care, Inc., a Kentucky corporation (the "Company") and this Letter of Transmittal and the instructions hereto (the "Letter of Transmittal"), which together constitute the Company's offer to exchange (the "Exchange Offer") its 10.75% Senior Notes due 2019 (the "Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for a like principal amount of its outstanding 10.75% Senior Notes due 2019 (the "Outstanding Notes"), of which $200,000,000 aggregate principal amount is outstanding, upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal. The term "Expiration Date" shall mean [5:00] p.m., New York City time, on                        , 2011, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended by the Company. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

        This Letter of Transmittal is to be used either if (i) certificates representing Outstanding Notes are to be physically delivered to the Exchange Agent herewith by Holders, (ii) tender of Outstanding Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company ("Depositary" or "DTC"), pursuant to the procedures set forth in "The Exchange Offer—Procedures for tendering outstanding notes" in the Prospectus by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Outstanding Notes or (iii) tender of Outstanding

Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer—Guaranteed delivery procedures." Delivery of this Letter of Transmittal and any other required documents must be made to the Exchange Agent. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        The term "Holder" as used herein means any person in whose name Outstanding Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder.

        All Holders of Outstanding Notes who wish to tender their Outstanding Notes must, before the Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person or to the address set forth above; and (2) tender (and not withdraw) his or her Outstanding Notes or, if a tender of Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case in accordance with the procedures for tendering described in the Instructions to this Letter of Transmittal. Holders of Outstanding Notes whose certificates are not immediately available, or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this Letter of Transmittal to be delivered to the Exchange Agent on or before the Expiration Date, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. (See Instruction 2.)

        Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the Outstanding Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Outstanding Notes when, as and if the Company has given written notice thereof to the Exchange Agent.

        The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Outstanding Notes must complete this Letter of Transmittal in its entirety.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 12 HEREIN.

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF ITS TERMS.

2

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule, attached hereto. The minimum permitted tender is $2,000 in principal amount of each of the 10.75% Senior Notes due 2019. All other tenders must be in integral multiples of $1,000.

DESCRIPTION OF 10.75% SENIOR NOTES DUE 2019
Name(s) and Address(es) of Registered Holder(s)* (Please Fill in, if Blank)		(A) Certificate Number(s)*	(B) Aggregate Principal Amount Tendered (If Less Than All)**
		Total Principal Amount of Outstanding Notes Tendered
*	Need not be completed by book-entry holders.
**	Need not be completed by Holders who wish to tender with respect to all Outstanding Notes listed.

PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)

To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Outstanding Notes accepted for exchange, are to be issued in the name of someone other than the undersigned.

Issue certificate(s) to:

Name

(Please Print)

(Please Print)

Address

(Including Zip Code)

(Tax Identification or Social Security Number)

3

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)

        To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Outstanding Notes accepted for exchange, are to be delivered to someone other than the undersigned.

Deliver certificate(s) to:

Name

(Please Print)

(Please Print)

Address

(Including Zip Code)

(Tax Identification or Social Security Number)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER OF SUCH OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.

4

[

_[FONT,1,9213,10,0,2]_][    ]     Check here if Outstanding Notes are being delivered by DTC to an account maintained by the Exchange Agent with DTC and complete the following:

Name of Tendering Institution

The Depository Trust Company Account Number

Transaction Code Number

        Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other documents required hereby to the Exchange Agent on or before the Expiration Date may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed delivery procedures." (See Instruction 2.)

[

_[FONT,1,9213,10,0,2]_][    ]     Check here if Outstanding Notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the Exchange Agent and complete the following:

Name(s) of tendering Holder(s)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

Transaction Code Number

[

_[FONT,1,9213,10,0,2]_][    ]     Check here if you are a Broker-Dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any Amendments or Supplements thereto.

Name:

Address:

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it and that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

5

NOTE: SIGNATURES MUST BE PROVIDED BELOW
Please Read Accompanying Instructions Carefully

Ladies and Gentlemen:

        Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to ResCare, Inc. (the "Company") the principal amount of Outstanding Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Outstanding Notes tendered hereby in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Outstanding Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee and Registrar under the Indenture for the Outstanding Notes and the Exchange Notes) with respect to the tendered Outstanding Notes with full power of substitution (such power of attorney being deemed an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for such Outstanding Notes to the Company or transfer ownership of such Outstanding Notes on the account books maintained by DTC, together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Outstanding Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

        The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretative advice given by the staff of the Securities and Exchange Commission to third parties in connection with transactions similar to the Exchange Offer, so that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Outstanding Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such Outstanding Notes directly from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act or a person that is an "affiliate" of the Company or any Guarantor within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes.

        The undersigned agrees that acceptance of any tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, (as defined in the Prospectus) and that, upon the issuance of the Exchange Notes, the Company will have no further obligations or liabilities thereunder (except in certain limited circumstances).

        The undersigned represents and warrants that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving Exchange Notes (which shall be the undersigned unless otherwise indicated in the box entitled "Special Delivery Instructions" above) (the "Recipient"), (ii) neither the undersigned nor the Recipient (if different) is engaged in, intends to engage in or has any arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and (iii) neither the undersigned nor the Recipient (if different) is an "affiliate" of the Company or any Guarantor as defined in Rule 405 under the Securities Act. If the undersigned is not a broker-dealer, the undersigned further represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer, the undersigned further (x) represents that it acquired Outstanding Notes for the undersigned's own account as a result of market-making activities or other trading activities, (y) represents that it has not entered into any arrangement or understanding with the Company or any "affiliate" of the Company (within the meaning of Rule 405 under the Securities Act) to distribute the Exchange Notes to be received in the Exchange Offer and (z) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act (for which purposes delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of Exchange Notes received in the Exchange Offer. Such a broker-dealer will not be deemed, solely by reason of such acknowledgment and prospectus delivery, to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned understands and agrees that the Company reserves the right not to accept tendered Outstanding Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws.

6

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed to be necessary or desirable by the Exchange Agent or the Company in order to complete the exchange, assignment and transfer of tendered Outstanding Notes or transfer of ownership of such Outstanding Notes on the account books maintained by a book-entry transfer facility.

        The undersigned understands and acknowledges that the Company reserves the right in its sole discretion to purchase or make offers for any Outstanding Notes that remain outstanding after the Expiration Date or, as set forth in the Prospectus under the caption "The Exchange Offer—Procedures for tendering outstanding notes," to terminate the Exchange Offer and, to the extent permitted by applicable law, purchase Outstanding Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the Exchange Offer.

        The undersigned understands that the Company may accept the undersigned's tender by delivering written notice of acceptance to the Exchange Agent, at which time the undersigned's right to withdraw such tender will terminate. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Outstanding Notes when, as and if the Company has given oral (which shall be confirmed in writing) or written notice thereof to the Exchange Agent.

        The undersigned understands that the first interest payment following the Expiration Date will include unpaid interest on the Outstanding Notes accrued through the date of issuance of the Exchange Notes. The undersigned understands that tenders of Outstanding Notes pursuant to the procedures described under the caption "The Exchange Offer—Procedures for tendering outstanding notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

        The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in case of any conflict between the terms of the Prospectus and this Letter of Transmittal, the Prospectus shall prevail.

        If any tendered Outstanding Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Outstanding Notes will be returned (except as noted below with respect to tenders through DTC), at the Company's cost and expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Delivery Instructions" as promptly as practicable after the Expiration Date.

        All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in this Letter of Transmittal.

        By acceptance of the Exchange Offer, each broker-dealer that receives Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon the receipt of notice by the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such brokerdealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer.

        Unless otherwise indicated under "Special Registration Instructions," please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and return any certificates for Outstanding Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in either event in the case of Outstanding Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and any certificates for Outstanding Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Registration Instructions" and "Special Delivery Instructions" are completed, please

7

issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange in the name(s) of, and return any certificates for Outstanding Notes not tendered or not exchanged to, the person(s) so indicated. The undersigned understands that the Company has no obligations pursuant to the "Special Registration Instructions" or "Special Delivery Instructions" to transfer any Outstanding Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered.

        Holders who wish to tender the Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent before the Expiration Date, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed delivery procedures." See Instruction 1 regarding the completion of the Letter of Transmittal.

PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
AND WHETHER OR NOT TENDER IS TO BE MADE
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES

        This Letter of Transmittal must be signed by the registered holder(s) as their name(s) appear on the Outstanding Notes or, if tendered by a participant in DTC, exactly as such participant's name appears on a security listing as the owner of Outstanding Notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Outstanding Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority to so act. (See Instruction 4.)

X	Date
X	Date
Signature(s) of Holders(s) or Authorized Signatory

Name(s): Address:
Name(s): Address:
(Including Zip Code)	(Please Print)
Capacity:	Area Code and Telephone Number:
Social Security No.:

8

PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

BOX IV

SIGNATURE GUARANTEE (See Instruction 1)
Certain Signatures Must be Guaranteed by an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (Including Zip Code) and Telephone Number (Including Area Code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Date:

9

INSTRUCTIONS

Forming Part of The Terms and Conditions of The Exchange Offer

        1.     GUARANTEE OF SIGNATURES.    Signatures on this Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered herewith and such holder(s) have not completed the box set forth herein entitled "Special Registration Instructions" or the box entitled "Special Delivery Instructions" or (b) such Outstanding Notes are tendered for the account of an Eligible Institution. (See Instruction 6.) Otherwise, all signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or correspondent in the United States (an "Eligible Institution"). All signatures on bond powers and endorsements on certificates must also be guaranteed by an Eligible Institution.

        2.     DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES.    Certificates for all physically delivered Outstanding Notes or confirmation of any book-entry transfer to the Exchange Agent at DTC of Outstanding Notes tendered by book-entry transfer, as well as, in each case (including cases where tender is affected by book-entry transfer), a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein before [5:00] p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If Outstanding Notes are sent by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No Letter of Transmittal or Outstanding Notes should be sent to the Company.

        The Exchange Agent will make a request to establish an account with respect to the Outstanding Notes at the Depositary for purposes of the Exchange Offer within two business days after receipt of the Prospectus, and any financial institution that is a participant in the Depositary may make book-entry delivery of Outstanding Notes by causing the Depositary to transfer such Outstanding Notes into the Exchange Agent's account at the Depositary in accordance with the Depositary's procedures for transfer. However, although delivery of Outstanding Notes may be effected through book-entry transfer at the Depositary, the Letter of Transmittal, with any required signature guarantees or an Agent's Message (as defined below) in connection with a book-entry transfer and any other required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address specified on the cover page of the Letter of Transmittal on or before the Expiration Date or the guaranteed delivery procedures described below must be complied with.

        A Holder may tender Outstanding Notes that are held through the Depositary by transmitting its acceptance through the Depositary's Automatic Tender Offer Program, for which the transaction will be eligible, and the Depositary will then edit and verify the acceptance and send an Agent's Message to the Exchange Agent for its acceptance. The term "Agent's Message" means a message transmitted by the Depositary to, and received by, the Exchange Agent and forming part of the Book-Entry Confirmation, which states that the Depositary has received an express acknowledgment from each participant in the Depositary tendering the Outstanding Notes and that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and the Company may enforce such agreement against such participant.

        Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available, or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent before the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus. See "The Exchange Offer—Guaranteed delivery procedures." Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) before the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, overnight courier, mail or hand delivery) setting forth the name and address of the Holder of the Outstanding Notes, the certificate number or numbers of such Outstanding Notes and the principal amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile hereof) together with the certificate(s) representing the Outstanding Notes and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly

10

completed and executed Letter of Transmittal (or facsimile hereof), as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all tendered Outstanding Notes in proper form for transfer (or a confirmation of bookentry transfer of such Outstanding Notes into the Exchange Agent's account at DTC), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date, all in the manner provided in the Prospectus under the caption "The Exchange Offer—Guaranteed delivery procedures." Any Holder who wishes to tender his Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery before [5:00] p.m., New York City time, on the Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their Outstanding Notes according to the guaranteed delivery procedures set forth above.

        All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Outstanding Notes, and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes, the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to particular Outstanding Notes, the Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured to the Company's satisfaction or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders pursuant to the Company's determination, unless otherwise provided in this Letter of Transmittal as soon as practicable following the Expiration Date. The Exchange Agent has no fiduciary duties to the Holders with respect to the Exchange Offer and is acting solely on the basis of directions of the Company.

        3.     INADEQUATE SPACE.    If the space provided is inadequate, the certificate numbers and/or the number of Outstanding Notes should be listed on a separate signed schedule attached hereto.

        4.     TENDER BY HOLDER.    Only a Holder of Outstanding Notes may tender such Outstanding Notes in the Exchange Offer. Any beneficial owner of Outstanding Notes who is not the registered Holder and who wishes to tender should arrange with such registered Holder to execute and deliver this Letter of Transmittal on such beneficial owner's behalf or must, before completing and executing this Letter of Transmittal and delivering his Outstanding Notes, either make appropriate arrangements to register ownership of the Outstanding Notes in such beneficial owner's name or obtain a properly completed bond power from the registered Holder or properly endorsed certificates representing such Outstanding Notes.

        5.     PARTIAL TENDERS; WITHDRAWALS.    Tenders of Outstanding Notes will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. If less than the entire principal amount of any Outstanding Notes is tendered, the tendering Holder should fill in the principal amount tendered in the third column of the box entitled "Description of 10.75% Senior Notes due 2019" above. The entire principal amount of any Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Outstanding Notes is not tendered, then Outstanding Notes for the principal amount of Outstanding Notes not tendered and a certificate or certificates representing Exchange Notes issued in exchange for any Outstanding Notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the "Special Delivery Instructions" box above on this Letter of Transmittal or unless tender is made through DTC, promptly after the Outstanding Notes are accepted for exchange.

        Except as otherwise provided herein, tenders of Outstanding Notes may be withdrawn at any time before [5:00] p.m., New York City time, on the Expiration Date. To withdraw a tender of Outstanding Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein before [5:00] p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Outstanding Notes to be withdrawn (the

11

"Depositor"), (ii) identify the Outstanding Notes to be withdrawn (including the certificate number or numbers and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer the name and number of the account at DTC to be credited), (iii) be signed by the Depositor in the same manner as the original signature on the Letter of Transmittal by which such Outstanding Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Registrar with respect to the Outstanding Notes register the transfer of such Outstanding Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly retendered. Any Outstanding Notes which have been tendered but which are not accepted for exchange by the Company will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described in the Prospectus under "The Exchange Offer—Procedures for tendering outstanding notes" at any time before the Expiration Date.

        6.     SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.    If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Outstanding Note without alteration, enlargement or any change whatsoever.

        If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

        If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder or Holders (which term, for the purposes described herein, shall include a book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes tendered and the certificate or certificates for Exchange Notes issued in exchange therefor is to be issued (or any untendered principal amount of Outstanding Notes to be reissued) to the registered Holder, then such Holder need not and should not endorse any tendered Outstanding Notes, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Outstanding Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

        If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder or Holders of any Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by appropriate bond powers in each case signed as the name of the registered Holder or Holders appears on the Outstanding Notes. If this Letter of Transmittal (or facsimile hereof) or any Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Letter of Transmittal.

        Endorsements on Outstanding Notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

        7.     SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.    Tendering Holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Outstanding Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

        8.     BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9.    Under the federal income tax laws, payments that may be made by the Company on account of Exchange Notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rate of 28%. In order to avoid such backup withholding, each tendering Holder should complete and sign the Substitute Form W-9 included in this Letter of Transmittal and either (a) provide the correct taxpayer identification number ("TIN") and certify, under

12

penalties of perjury, that the TIN provided is correct and that (i) the Holder has not been notified by the Internal Revenue Service (the "IRS") that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified the Holder that the Holder is no longer subject to backup withholding; or (b) provide an adequate basis for exemption. If the tendering Holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such Holder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If the box in Part 3 is checked, the Company (or the Paying Agent under the Indenture governing the Exchange Notes) shall retain 28% of payments made to the tendering Holder during the sixty-day period following the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent or the Company with its TIN within sixty days after the date of the Substitute Form W-9, the Company (or the Paying Agent) shall remit such amounts retained during the sixty-day period to the Holder and no further amounts shall be retained or withheld from payments made to the Holder thereafter. If, however, the Holder has not provided the Exchange Agent or the Company with its TIN within such sixty-day period, the Company (or the Paying Agent) shall remit such previously retained amounts to the IRS as backup withholding. In general, if a Holder is an individual, the TIN is the Social Security Number of such individual. If either the Exchange Agent or the Company is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS. Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such Holder must submit a statement (generally, IRS Form W-8), signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Exchange Agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Outstanding Notes are registered in more than one name), consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."

        Failure to complete the Substitute Form W-9 will not, by itself, cause Outstanding Notes to be deemed invalidly tendered, but may require the Company (or the Paying Agent) to withhold 28% of the amount of any payments made on account of the Exchange Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

        9.     TRANSFER TAXES.    The Company will pay all transfer taxes, if any, applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Outstanding Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered in the name of, any person other than the registered Holder of the Outstanding Notes tendered hereby, or if tendered Outstanding Notes are registered in the name of a person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or on any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder. See the Prospectus under "The Exchange Offer—Transfer taxes."

        Except as provided in this Instruction 9, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

        10.   WAIVER OF CONDITIONS.    The Company reserves the right, in its sole discretion, to amend, waive or modify specified conditions of the Exchange Offer in the case of any Outstanding Notes tendered.

        11.   MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.    Any tendering Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

13

        12.   REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

(Do Not Write in Space Below)

Certificate Surrendered Outstanding Notes Tendered Outstanding Notes Accepted

Date Received Accepted by Checked by

Delivery Prepared by Checked by Date

IMPORTANT TAX INFORMATION

        Under federal income tax laws, a Holder whose tendered Outstanding Notes are accepted for exchange is required to provide the Exchange Agent (as payer) with such Holder's correct TIN on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such Holder is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, a $50 penalty may be imposed by the Internal Revenue Service, and payments made pursuant to the Exchange Offer may be subject to backup withholding.

        Certain Holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on Substitute Form W-9. A foreign person generally may qualify as an exempt recipient by submitting to the Exchange Agent the appropriate properly completed Internal Revenue Service Form W-8, signed under penalties of perjury, attesting to that Holder's exempt status. Such form can be obtained from the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

        If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the Holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

        To prevent backup withholding on payments made with respect to the Exchange Offer, the Holder is required to provide the Exchange Agent with either: (i) the Holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the Holder has been notified by the Internal Revenue Service that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (B) the Internal Revenue Service has notified the Holder that the Holder is no longer subject to backup withholding or (ii) an adequate basis for exemption.

What Number to Give the Exchange Agent

        The Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered Holder of the Outstanding Notes. If the Outstanding Notes are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

14

TO BE COMPLETED BY ALL TENDERING HOLDERS

Payer's Name: RES-CARE, Inc.
Social Security Number(s) SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—Please Provide Your TIN In The Box At Right and Certify By Signing and Dating Below    Enter your TIN on the appropriate line. The TIN provided must match the name of the tendering Holder to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, below. For other entities, it is your employer identification number (EIN).   Note. If the account is in more than one name, see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, below   Social Security Number or Employer Identification Number(s)
Payer's Request for Taxpayer Identification Number ("TIN")	Part 2—Certification—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to back up withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to back up withholding, and (3) I am a U.S. citizen or other U.S. person.    Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return.

Signature Awaiting TIN o Date:

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable cash payments made to me thereafter will be withheld until I provide a taxpayer identification number.

Signature Date

15

ALL TENDERED OUTSTANDING NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, THE LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE EXCHANGE AGENT AS FOLLOWS:

By Overnight Courier or Regular Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, National Association MAC N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, National Association MAC N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank, National Association Corporate Trust Operations Northstar East Bldg.—12th Floor 608 Second Avenue South Minneapolis, MN 55479

By Facsimile (eligible institutions only):	For Information or To Confirm by Telephone:
(612) 667-6282 Attn: Bondholder Communications	(800) 344-5128 Attn: Bondholder Communications

ORIGINALS OF ALL DOCUMENTS SUBMITTED BY FACSIMILE SHOULD BE SENT PROMPTLY BY HAND, OVERNIGHT DELIVERY, OR REGISTERED OR CERTIFIED MAIL.

16

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        Guidelines for Determining the Proper Identification Number to Give the Payer.    The taxpayer identification number for an individual is the individual's Social Security number. Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity is the entity's Employer Identification number. Employer Identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:			Give the NAME and SOCIAL SECURITY number of—
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual		The owner(3)
For this type of account:			Give the NAME and EMPLOYER IDENTIFICATION number of—
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation 1.671-4(b)(2)(i)(A)		The grantor(3)
7.	Disregarded entity not owned by an individual		The owner
8.	A valid trust, estate, or pension trust		Legal entity(4)
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553		The corporation
10.	Association, club, religious, charitable, educational or other tax-exempt organization		The organization
11.	Partnership or mult-member LLC		The partnership
12.	A broker or registered nominee		The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agriculture program payments		The public entity
14.	Grantor trust filing under the Form 1041 Filing Method 2 (see Regulation section 1.671-(b)(2)(i)(B))		The trust

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's Social Security number.

(3)

You must show your individual name and you may also enter your business or "DBA" name on the second name line. You may use your Social Security number or Employer Identification number (if you have one). If you are a sole proprietor, the IRS encourages you to use your Social Security number.

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title).

Note:

If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

17

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

        If you do not have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number.

        To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

Payees generally exempted from backup withholding on ALL payments include the following:

(1)

An organization exempt from tax under section 501(a), or an individual retirement plan ("IRA"), or a custodial account under 403(b)(7), if the account satisfies the requirements of section 401(f)(2),

(2)

The United States or any of its agencies or instrumentalities,

(3)

A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

(4)

A foreign government or any of its political subdivisions, agencies or instrumentalities,

(5)

An international organization or any of its agencies or instrumentalities,

(6)

A corporation,

(7)

A foreign central bank of issue,

(8)

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

(9)

A futures commission merchant registered with the Commodity Futures Trading Commission,

(10)

A real estate investment trust,

(11)

An entity registered at all times during the tax year under the Investment Company Act of 1940,

(12)

A common trust fund operated by a bank under section 584(a),

(13)

A financial institution,

(14)

A middleman known in the investment community as a nominee or custodian, or

(15)

A trust exempt from tax under section 664 or described in section 4947.

Payments Exempt from Backup Withholding

        Payments of dividends and patronage dividends generally not subject to backup withholding also include the following:

•

Payments to nonresident aliens subject to withholding under section 1441.

•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•

Payments of patronage dividends not paid in money.

•

Payments made by certain foreign organizations.

•

Section 404(k) distributions made by an ESOP.

Payments of interest generally not subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or has provided an incorrect TIN.

•

Payments of tax-exempt interest (including exempt interest dividends under section 852).

•

Payments described in section 6049(b)(5) to nonresident aliens.

•

Payments on tax-free covenant bonds under section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage or student loan interest paid by you.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding.

        FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE NOT A NON-RESIDENT OR FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYER THE APPROPRIATE COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

        Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

Privacy Act Notice    Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your taxpayer identification number whether or not you are qualified to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)

Penalty for Failure to Furnish Taxpayer Identification Number.    If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

Civil Penalty for False Information With Respect to Withholding.    If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3)

Criminal Penalty for Falsifying Information.    Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR
TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

18

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Exhibit 99.1

NOTE: SIGNATURES MUST BE PROVIDED BELOW Please Read Accompanying Instructions Carefully
PLEASE SIGN HERE WHETHER OR NOT OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY AND WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (See Instruction 1) Certain Signatures Must be Guaranteed by an Eligible Institution
INSTRUCTIONS Forming Part of The Terms and Conditions of The Exchange Offer
(Do Not Write in Space Below)
IMPORTANT TAX INFORMATION
TO BE COMPLETED BY ALL TENDERING HOLDERS

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR 10.75% SENIOR NOTES DUE 2019
OF RES-CARE, INC.

        As set forth in the Prospectus dated April     , 2011 (the "Prospectus") of Res-Care, Inc. (the "Company") and in the Letter of Transmittal (the "Letter of Transmittal"), this form or a form substantially equivalent to this form must be used to accept the Exchange Offer (as defined below) if the certificates for the outstanding 10.75% Senior Notes due 2019 (the "Outstanding Notes") of the Company, the Letter of Transmittal and all other documents required by the Letter of Transmittal cannot be delivered to the Exchange Agent by the expiration date of the Exchange Offer or compliance with book-entry transfer procedures cannot be completed before the expiration date. This notice of guaranteed delivery may be delivered by hand, mail, or overnight courier or transmitted by facsimile to the Exchange Agent no later than the Expiration Date, and must include a signature guarantee by an Eligible Institution as set forth below. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Prospectus or in the Letter of Transmittal, as applicable.

By Overnight Courier or Regular Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, National Association MAC N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, National Association MAC N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480	Wells Fargo Bank, National Association Corporate Trust Operations Northstar East Bldg. – 12th Floor 608 Second Avenue South Minneapolis, MN 55479

By Facsimile (eligible institutions only):	For Information or To Confirm by Telephone:
(612) 667-6282 Attn: Bondholder Communications	(800) 344-5128 Attn: Bondholder Communications

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instruction thereto, such signatures must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signature(s).

Ladies and Gentlemen:

        The undersigned acknowledges receipt of the Prospectus and the related Letter of Transmittal which describes the Company's offer (the "Exchange Offer") to exchange its 10.75% Senior Notes due 2019, which have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), for a like principal amount of its Outstanding Notes.

        The undersigned hereby tenders to the Company the aggregate principal amount of Outstanding Notes set forth below on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal pursuant to the guaranteed delivery procedure set forth in the "The Exchange Offer—Guaranteed delivery procedures" section in the Prospectus and the accompanying Letter of Transmittal.

        The undersigned understands that no withdrawal of a tender of Outstanding Notes may be made on or after the Expiration Date. The undersigned understands that for a withdrawal of a tender of Outstanding Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date.

        The undersigned understands that the exchange of Outstanding Notes for Exchange Notes pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (i) such Outstanding Notes (or Book-Entry Confirmation of the transfer of such Outstanding Notes into the Exchange Agent's account at The Depository Trust Company (the "Depositary" or "DTC")) and (ii) a Letter of Transmittal (or facsimile thereof) with respect to such Outstanding Notes, properly completed and duly executed, with any required signature guarantees, this Notice of Guaranteed Delivery and any other documents required by the Letter of Transmittal or a properly transmitted Agent's Message. The term "Agent's Message" means a message transmitted by the Depositary to, and received by, the Exchange Agent and forming part of the confirmation of a book-entry transfer, which states that the Depositary has received an express acknowledgment from each participant in the Depositary tendering the Outstanding Notes and that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and the Company may enforce such agreement against such participant.

        All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

PLEASE SIGN AND COMPLETE

Signature(s) or Registered Owner(s) or Authorized Signatory:

Principal Amount of Outstanding Notes Tendered:

Certificate No(s) of Outstanding Notes (if available):

Date:  

Name(s) of Registered Holder(s)

Address:

Area Code and Telephone No.:  

If Outstanding Notes will be delivered by book-entry transfer at DTC, insert Depository Account No.:

        This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Outstanding Notes exactly as its (their) name(s) appear on certificates for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es)

        DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or a correspondent in the United States, or otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that each holder of Outstanding Notes on whose behalf this tender is being made "own(s)" the Outstanding Notes covered hereby within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) represents that such tender of Outstanding Notes complies with Rule 14e-4 of the Exchange Act and (c) guarantees that, within three New York Stock Exchange trading days from the expiration date of the Exchange Offer, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Outstanding Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent's account at DTC, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent.

        The undersigned acknowledges that it must deliver the Letter of Transmittal and Outstanding Notes tendered hereby to the Exchange Agent within the time period set forth above and the failure to do so could result in financial loss to the undersigned.

Name of Firm:
	Authorized Signature
Address:	Name:
	Title:
Area Code and Telephone No.:	Date:

RES-CARE, INC.

OFFER TO EXCHANGE
10.75% SENIOR NOTES DUE 2019
FOR ANY AND ALL OF ITS OUTSTANDING
10.75% SENIOR NOTES DUE 2019

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER

        The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus and the related Letter of Transmittal, in connection with the offer by the Company to exchange the 10.75% Senior Notes due 2019 (the "Outstanding Notes").

        This will instruct you to tender the principal amount of Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal.

        The undersigned represents that (i) the 10.75% Senior Notes due 2019 (the "Exchange Notes") to be acquired pursuant to the Exchange Offer in exchange for the Outstanding Notes designated below are being obtained in the ordinary course of business of the person receiving such Exchange Notes, (ii) neither the undersigned nor any other person receiving such Exchange Notes is participating, intends to participate, or has any arrangement or understanding with any person to participate, in the distribution of such Exchange Notes, and (iii) it is not an "affiliate," as defined under rule 405 of the Securities Act of 1933 (the "Securities Act"), of the Company. Affiliates of the Company may not tender their Outstanding Notes in the Exchange Offer.

        If the undersigned is a "broker" or "dealer" registered under the Securities Exchange Act of 1934 that acquired Outstanding Notes for its own account pursuant to its market-making or other trading activities (other than Outstanding Notes acquired directly from the Company), the undersigned understands and acknowledges that it may be deemed to be an "underwriter" within the meaning of the Securities Act and, therefore, must deliver a prospectus relating to the Exchange Notes in connection with any resales by it of Exchange Notes acquired for its own account in the Exchange Offer. Notwithstanding the foregoing, the undersigned does not thereby admit that it is an "underwriter" within the meaning of the Securities Act.

        You are hereby instructed to tender all Outstanding Notes held for the account of the undersigned unless otherwise indicated below.

                     Do not tender any Outstanding Notes.

                     Tender Outstanding Notes in the aggregate principal amount of $                                               

SIGNATURE:

Name of Beneficial Owner (please print)

By

Signature

Address

Area Code and Telephone Number

Dated:                        , 2011

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Exhibit 99.2

EX-99.3

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Exhibit 99.3

RES-CARE, INC.

OFFER TO EXCHANGE
10.75% SENIOR NOTES DUE 2019
FOR ANY AND ALL OF ITS
10.75% SENIOR NOTES DUE 2019

To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:

        We are enclosing herewith an offer by Res-Care, Inc., a Kentucky corporation (the "Company"), to exchange its 10.75% Senior Notes due 2019 (the "Exchange Notes") for any and all of its outstanding 10.75% Senior Notes due 2019 (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the accompanying Prospectus, dated April     , 2011 (the "Prospectus"), and related Letter of Transmittal (which together with the Prospectus constitutes the "Exchange Offer").

        The Exchange Offer provides a procedure for holders to tender the Outstanding Notes by means of guaranteed delivery.

        The Exchange Offer will expire at [5:00] p.m., New York City time, on                        , 2011, unless extended (the "Expiration Date"). Tendered Outstanding Notes may be withdrawn at any time before [5:00] p.m., New York City time, on the Expiration Date.

        Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), or a "broker" or "dealer" registered under the Securities Exchange Act of 1934, as amended) without compliance with the registration and prospectus delivery provisions of the Securities Act provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. See the discussion in the Prospectus under "The Exchange Offer—Purpose and effect of the exchange offer."

        The Exchange Offer is not conditioned on any minimum principal amount of Outstanding Notes being tendered.

        Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Outstanding Notes not theretofore accepted for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Outstanding Notes, if any of the conditions described in the Prospectus under "The Exchange Offer—Terms of the exchange offer" and "The Exchange Offer—Conditions to the exchange offer" exist.

        The Company reserves the right not to accept tendered Outstanding Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws.

        For your information and for forwarding to your clients for whom you hold Outstanding Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.     A Prospectus, dated April     , 2011.

        2.     A Letter of Transmittal for your use and for the information of your clients.

        3.     A printed form of letter which may be sent to your clients for whose accounts you hold Outstanding Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer.

        4.     A notice of guaranteed delivery.

WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.

        Wells Fargo Bank, National Association has been appointed as exchange agent (the "Exchange Agent") for the Exchange Offer. Requests for additional copies of the enclosed materials with respect to the Exchange Offer may be directed to the Exchange Agent at the following telephone number: (800) 344-5128.

Very truly yours,
Res-Care, Inc.

        NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY OTHER PERSON OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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RES-CARE, INC. OFFER TO EXCHANGE 10.75% SENIOR NOTES DUE 2019 FOR ANY AND ALL OF ITS 10.75% SENIOR NOTES DUE 2019
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

EX-99.4

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Exhibit 99.4

RES-CARE, INC.

OFFER TO EXCHANGE
10.75% SENIOR NOTES DUE 2019
FOR ANY AND ALL OF ITS
10.75% SENIOR NOTES DUE 2019

To Our Clients:

        Enclosed for your consideration are the Prospectus, dated April             , 2011 (the "Prospectus") and the related Letter of Transmittal (which together with the Prospectus constitute the "Exchange Offer") in connection with the offer by Res-Care, Inc., a Kentucky corporation (the "Company"), to exchange its 10.75% Senior Notes due 2019 (the "Exchange Notes") for any and all of the outstanding 10.75% Senior Notes due 2019 (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Exchange Offer.

        We are the Registered Holders of Outstanding Notes held for your account. An exchange of the Outstanding Notes can be made only by us as the Registered Holders and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to exchange the Outstanding Notes held by us for your account. The Exchange Offer provides a procedure for holders to tender by means of guaranteed delivery.

        We request information as to whether you wish us to exchange any or all of the Outstanding Notes held by us for your account upon the terms and subject to the conditions of the Exchange Offer.

        Your attention is directed to the following:

        1.     The Exchange Notes will be issued in exchange for the Outstanding Notes in minimum denominations of $2,000 principal amount, and $1,000 integral multiple in excess of $2,000 principal amount, of Exchange Notes, for each $2,000 principal amount, and $1,000 integral multiple principal amount of Outstanding Notes. Interest on the Exchange Notes issued pursuant to the Exchange Offer will accrue from the last interest payment date on which interest was paid on the Outstanding Notes surrendered in exchange therefor or, if no interest has been paid, from the original date of issuance of the Outstanding Notes. Interest on the Exchange Notes is payable semi-annually on each January 15 and July 15, commencing on July 15, 2011. The Exchange Notes will bear interest (as do the Outstanding Notes) at a rate equal to 10.75% per annum. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Outstanding Notes, except that (i) the offering of the Exchange Notes has been registered under the Securities Act of 1933, as amended (the "Securities Act"), (ii) the Exchange Notes will not be subject to transfer restrictions (except as otherwise set forth herein) and (iii) certain provisions relating to additional interest on the Outstanding Notes provided for under certain circumstances will be eliminated.

        2.     Based on an interpretation by the staff of the Securities and Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, or a "broker" or "dealer" registered under the Securities Exchange Act of 1934, as amended) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. See the discussion in the Prospectus under "The Exchange Offer—Purpose and effect of the exchange offer."

        3.     The Exchange Offer is not conditioned on any minimum principal amount of Outstanding Notes being tendered.

        4.     Notwithstanding any other term of the Exchange Offer, the Company will not be required to accept for exchange, or exchange Exchange Notes for, any Outstanding Notes not theretofore accepted

for exchange, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Outstanding Notes, if any of the conditions described in the Prospectus under "The Exchange Offer—Conditions to the exchange offer" exist.

        5.     Tendered Outstanding Notes may be withdrawn at any time before [5:00] p.m., New York City time, on                        , 2011 (the "Expiration Date").

        6.     Any transfer taxes applicable to the exchange of the Outstanding Notes pursuant to the Exchange Offer will be paid by the Company, except as otherwise provided in the Prospectus under "The Exchange Offer—Transfer taxes" and in Instruction 9 of the Letter of Transmittal.

        If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing, detaching and returning to us the instruction form attached hereto. An envelope to return your instructions is enclosed. If you authorize a tender of your Outstanding Notes, the entire principal amount of Outstanding Notes held for your account will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

        The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of (i) holders of the Outstanding Notes in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any provision of any applicable security law, and (ii) holders of Outstanding Notes who are affiliates of the Company.

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Exhibit 99.4