Acknowledgement and Waiver dated 01/29/2003


 EXHIBIT 10.1 
  
 VCA Antech, Inc. 
 Senior Notes due 2010 
  
 Acknowledgment and Waiver 
  
 This Acknowledgment and Waiver
(“Acknowledgment and Waiver”) is dated as of January 29, 2003. 
  
 Reference is hereby made to the VCA
Antech, Inc. Senior Notes due 2010 (the “Holdings Notes”), issued pursuant to the Indenture (the “Holdings Indenture”), dated as of September 20, 2000, as amended on November 20, 2001 and January 7, 2003, by and between VCA
Antech, Inc., a Delaware corporation (formerly known as Veterinary Centers of America, Inc.) (“Holdings”) and J.P. Morgan Trust Company, National Association (formerly Chase Manhattan Bank and Trust Company, National Association), a
national banking association organized under the federal laws of the United States, as trustee. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Holdings Indenture. 

 
 The undersigned, being all of the holders of the Holdings Notes acknowledge Holdings’ planned optional redemption of the
entire aggregate principal amount of the outstanding Holdings Notes at a price of 110% of the aggregate principal amount thereof plus accrued and unpaid interest as of the date of the redemption, with the redemption to be effected on a pro rata
basis among the outstanding Holdings Notes to be paid with a portion of the proceeds of the firm commitment underwritten secondary public offering of shares of Common Stock of the Company pursuant to that certain Registration Statement on Form S-3
(No. 333-102439) filed with the Commission on January 10, 2003, as amended (the “Secondary Offering”). 
  
 The undersigned also irrevocably waive any breach of the following provisions, solely to the extent resulting from the consummation of the optional redemption acknowledged above: 
  

	 	(i)
	 
	The time-period for the notice requirements and the minimum prepayment amount requirements of paragraph 5 of the Holdings Notes; 



  

	 	(ii)
	 
	the first sentence of paragraph 7 of the Holdings Notes; and 
 

  

	 	(iii)
	 
	the time-period for the notice requirements of section 3.03(a) of the Holdings Indenture. 
 

  
 Pursuant to Section 13 of the Purchase Agreement, Holdings shall pay all expenses incurred by the Purchasers (including, without
limitation, the reasonable and documented fees and disbursements of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Purchasers) in connection with this Acknowledgment and Waiver and any other agreements, instruments or documents
executed pursuant to the transactions acknowledged herein, whether or not the same shall become effective. 
  
 This
Acknowledgment and Waiver shall become effective upon and contingent on the consummation of the Secondary Offering. 






 IN WITNESS WHEREOF, the undersigned have signed this instrument as of the date first written above: 

 
 GS MEZZANINE PARTNERS II, L.P. 
  
 
	 
	 By:
 	 	 GS Mezzanine Advisors II, L.L.C.,
 its general partner
 
	 
	 By:
 	 	 /s/    JOHN E.
BOWMAN            
 

	  	 	 Name: John E. Bowman
 Title:   Vice President
 

 
  
 GS MEZZANINE PARTNERS II OFFSHORE, L.P.

 
	 
	 By:
 	 	 GS Mezzanine Advisors II, L.L.C.
 its general partner
 

 
 
	 
	 By:
 	 	 /s/    JOHN E.
BOWMAN            
 

	  	 	 Name: John E. Bowman
 Title:   Vice President
 

 
  
 TCW LEVERAGED INCOME TRUST, L.P. 

 
 
	 
	 By:
 	 	 TCW Advisers (Bermuda), Ltd.
 as its General Partner
 

 
 
	 
	 By:
 	 	 /s/    JAMES M.
HASSETT            
 

	  	 	 Name: James M. Hassett
 Title:   Managing Director
 

 
 
	 
	 By:
 	 	 TCW Investment Management Company
 as Investment Adviser
 

 
 
	 
	 By:
 	 	 /s/    JAMES C. SHEVLET,
JR.            
 

	  	 	 Name: James C. Shevlet, Jr.
 Title:   Senior Vice President
 

 






 TCW LEVERAGED INCOME TRUST II, L.P. 
  
 
	 
	 By:
 	 	 TCW (LINC II), L.P.
 as its General Partner     
 
	 
	 By:
 	 	 TCW Advisers (Bermuda), Ltd.
 its General Partner
 

 
 
	 
	 By:
 	 	 /s/    James M.
Hassett                        
 

	  	 	 Name: James M. Hassett
 Title:   Managing Director
 

 
 
	 
	 By:
 	 	 TCW Investment Management Company
 as Investment Adviser
 
	 
	 By:
 	 	 /s/    James C. Shevlet,
Jr.                    
 

	  	 	 Name: James C. Shevlet, Jr.
 Title:   Senior Vice President
 

 






 TCW LEVERAGED INCOME TRUST IV, L.P. 
  
 
	 
	 By:
 	 	 TCW Asset Management Company
 As its Investment Adviser
 

 
 
	 
	 By:
 	 	 /s/    JAMES M.
HASSETT            
 

	  	 	 Name: James M. Hassett
 Title:   Managing Director
 

 
 
	 
	 By:
 	 	 TCW Asset Management Company
 As its Managing Member of TCW (LINC IV), L.L.C., the
General Partner
 
	 
	 By:
 	 	 /s/    JAMES C. SHEVLET,
JR.            
 

	  	 	 Name: James C. Shevlet, Jr.
 Title:   Senior Vice President
 

 






 TCW/CRESCENT MEZZANINE PARTNERS II, L.P. 
 
	 
	 By:
 	 	 TCW/Crescent Mezzanine II, L.P.
 its general partner or managing owner
 
	 
	 By:
 	 	 TCW/Crescent Mezzanine, L.L.C.
 its general partner
 

 
 
	 
	 By:
 	 	 /s/    JAMES C. SHEVLET,
JR.            
 

	  	 	 Name: James C. Shevlet, Jr.
 Title:   Senior Vice President
 

 
  
 TCW/CRESCENT MEZZANINE TRUST II 
 
	 
	 By:
 	 	 TCW/Crescent Mezzanine II, L.P.
 its general partner or managing owner
 
	 
	 By:
 	 	 TCW/Crescent Mezzanine, L.L.C.
 its general partner
 

 
 
	 
	 By:
 	 	 /s/    JAMES C. SHEVLET,
JR.            
 

	  	 	 Name: James C. Shevlet, Jr.
 Title:   Senior Vice President
 

 
  
 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

  
 
	 
	 By:
 	 	 /s/    MARK E.
KISHLER                
 

	  	 	 Name: Mark E. Kishler
 Title:   Its Authorized Representative
 

 






 Agreed to and accepted by: 
  
 VCA ANTECH, INC. 
  
 
	 
	 By:
 	 	 /s/    TOMAS W.
FULLER                
 

	  	 	 Name: Tomas W. Fuller
 Title:   Vice President
 

 
  
 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

  
 
	 
	 By:
 	 	 /s/    JAMES
NAGY                    
 

	  	 	 Name: James Nagy
 Title:   Assistant Vice President