Exhibit 10.2
1999B AMENDMENT TO LOAN INSTRUMENTS
This 1999B Amendment to Loan Instruments (this "Amendment" or the "1999B Amendment"), is made and
entered into as of the 28th day of June, 1999, by and among (i) PNC BANK, NATIONAL ASSOCIATION,
in its capacity as the administrative bank hereunder (in such capacity the "Administrative Bank"); (ii) the Banks
identified on SCHEDULE I hereto (all of such Banks are hereinafter collectively referred to as the "Banks", and
each is hereinafter individually referred to as a "Bank"); and (iii) RES-CARE, INC., a Kentucky corporation with
principal office and place of business in Louisville, Kentucky ("Res-Care") and each of the Consolidated
Subsidiaries of Res-Care identified on SCHEDULE II hereto (Res-Care and each Consolidated Subsidiary, a
"Borrower," and all of the foregoing collectively, the "Borrowers").
PRELIMINARY STATEMENT
A. Res-Care and certain other Existing Borrowers (defined herein) obtained from the Administrative Bank and
certain of the Banks credit accommodations pursuant to a Loan Agreement dated as of December 23, 1996 (the
"1996 Loan Agreement") including the following: (i) a revolving line of credit in the principal amount of Sixty Five
Million Dollars ($65,000,000) (the "Original Revolving Credit Facility"), (ii) a commitment to issue letters of
credit for the account of the Borrowers in an aggregate outstanding amount of up to Ten Million Dollars
($10,000,000) and (iii) a swing revolving line of credit in the principal amount of Seven Million Five Hundred
Thousand Dollars ($7,500,000) (the "Original Swing Line Credit Facility").
B. Res-Care and certain other Existing Borrowers and the Administrative Bank and certain of the Banks
amended the 1996 Loan Agreement pursuant to a First Amendment to Loan Instruments dated as of June 23,
1997 (the "First Amendment to Loan Instruments"), providing for, among other things, (i) the increase of the
principal amount of the Original Revolving Credit Facility to One Hundred Million Dollars ($