EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 1 AND CONSENT
Dated as of June 11, 2004
to
CREDIT AGREEMENT
Dated as of December 31, 2003
THIS AMENDMENT NO. 1 AND CONSENT ("Amendment") is made as of June 11, 2004 by and among
Res-Care, Inc., a Kentucky corporation (the "Borrower"), the financial institutions listed on the signature pages
hereof (the "Lenders") and Bank One, NA (Main Office Chicago), as Administrative Agent (the "Agent"), under
that certain Credit Agreement dated as of December 31, 2003 by and among the Borrower, the Lenders and the
Agent (the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Lenders and the Agent consent to certain transactions and
agree to certain amendments to the Credit Agreement;
WHEREAS, the Lenders party hereto and the Agent have agreed to so consent and agree to such amendments
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrowers, the Lenders party hereto and the Agent have agreed to enter into this
Amendment.
1. Consents. The Borrower has informed the Agent and the Lenders that (a) the Borrower has entered into an
agreement with Onex Partners LP and its affiliates (the "Equity Investor") pursuant to which (i) the Equity Investor
has agreed to invest (the "Onex Equity Investment") $50,500,000 in consideration for certain Series A
convertible preferred stock of the Borrower (the "Preferred Stock"), (ii) the Equity Investor will acquire
3,700,000 shares of common stock of the Borrower from certain directors of the Borrowers and their affiliates
and
(iii) the Equity Investor will initially designate three of the nine directors of the Borrower and the Borrower's
current board