Exhibit 10.1
    

    

    

    

    

    
      VICAR OPERATING, INC.
    

    

    

    
      SECOND AMENDMENT TO
AMENDED
      AND RESTATED CREDIT AND GUARANTY AGREEMENT AND
FIRST
      AMENDMENT TO PLEDGE AND SECURITY AGREEMENT

    

    

    

    
      This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND
      GUARANTY  AGREEMENT  AND  FIRST AMENDMENT  TO  PLEDGE  AND SECURITY
      AGREEMENT (this “Second Amendment”), dated as of
      April 19, 2013 (the “Second Amendment Effective Date”) is
      entered into by and among VICAR OPERATING, INC., a Delaware
      corporation (“Company”), VCA ANTECH, INC., a
      Delaware corporation (“Holdings”), CERTAIN
      SUBSIDIARIES OF COMPANY, as Guarantors (the “Guarantors”),
      the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells
      Fargo”), as Administrative Agent (in such capacity, “Administrative
      Agent”), Collateral Agent (in such capacity, “Collateral
      Agent”), Issuing Bank and Swing Line Lender and is made with
      respect to (i) that certain Amended and Restated Credit and Guaranty
      Agreement, dated as of August 16, 2011 (as amended by the First
      Amendment to Amended and Restated Credit and Guaranty Agreement, dated
      as of January 25, 2012, the “Credit Agreement”) by and
      among Company, Holdings, the Guarantors, the Lenders party thereto from
      time to time, Wells Fargo, as Administrative Agent, Collateral Agent,
      Issuing Bank and Swing Line Lender, Bank of America, N.A. and JPMorgan
      Chase Bank, N.A., as Co-Syndication Agents, and U.S. Bank National
      Association  and Union Bank, N.A., as Co-Documentation Agents and (ii)
      that certain Pledge and Security Agreement, dated as of August 19, 2010
      (the “Pledge and Security Agreement”), by and among
      Holdings, Company, the Guarantors and the Collateral Agent. Capitalized
      terms used herein not otherwise defined herein or otherwise amended
      hereby shall have the meanings ascribed thereto in the Credit Agreement.
    

    

    

    
      RECITALS:
    

    

    

    
      WHEREAS, the Credit Parties have requested that Requisite Lenders
      agree to amend certain provisions of the Credit Agreement and the Pledge
      and Security Agreement as provided for herein; and
    

    

    

    
      WHEREAS, subject to certain conditions, Requisite Lenders are
      willing to agree to such amendments relating to the Credit Agreement and
      the Pledge and Security Agreement.
    

    

    

    
      NOW, THEREFORE, in consideration of the premises and the
      agreements, provisions and covenants herein contained, the parties
      hereto agree as follows:
    

    

    

    
      SECTION I.                AMENDMENT TO CREDIT AGREEMENT
    

    
      (a)                            Section 1.1 of the Credit Agreement is
      hereby amended by adding the following in alphabetical order:
    

    

    

    
      ““Commodity Exchange Act” means the Commodity
      Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and
      any successor statute.”
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      ““Excluded Swap Obligation” means, with respect to
      any Guarantor, (x) as it relates to all or a portion of the Guarantee of
      such Guarantor,  any Swap Obligation if, and to the extent that, such
      Swap Obligation (or any Guarantee thereof) is or becomes illegal under
      the Commodity Exchange Act or any rule, regulation or order of the
      Commodity Futures Trading Commission (or the application or official
      interpretation of any thereof) by virtue of such Guarantor’s failure for
      any reason to constitute an “eligible contract participant” as defined
      in the Commodity Exchange Act and the regulations thereunder at the time
      the Guarantee of such Guarantor becomes effective with respect to such
      Swap Obligation or (y) as it relates to all or a portion of the grant by
      such Guarantor of a security interest, any Swap Obligation if, and to
      the extent that, such Swap Obligation (or such security interest in
      respect thereof)   is or becomes illegal under the Commodity Exchange
      Act or any rule, regulation or order of the Commodity Futures Trading
      Commission (or the application or official interpretation of any
      thereof) by virtue of such Guarantor’s failure for any reason to
      constitute an “eligible contract participant” as defined in the
      Commodity Exchange Act and the regulations thereunder at the time the
      security interest of such Guarantor becomes effective with respect to
      such Swap Obligation. If a Swap Obligation arises under a master
      agreement governing more than one swap, such exclusion shall apply only
      to the portion of such Swap Obligation that is attributable to swaps for
      which such Guarantee or security interest is or becomes illegal.”
    

    
      ““Qualified ECP Guarantor” means, in respect of any
      Swap Obligations, each Credit Party that has total assets exceeding
      $10,000,000 at the time the relevant Guarantee or grant of the relevant
      security interest becomes effective with respect to such Swap Obligation
      or such other person as constitutes an “eligible contract participant”
      under the Commodity Exchange Act or any regulations promulgated
      thereunder and can cause another person to qualify as an “eligible
      contract participant”   at   such   time   by   entering   into   a  
      keepwell   under   Section 1a(18)(A)(v)(II) of the Commodity Exchange
      Act.”
    

    
      ““Second Amendment Effective Date” means April 19,
      2013.”
    

    
      ““Swap Obligation” means, with respect to any
      Guarantor, any obligation to pay or perform under any agreement,
      contract or transaction that constitutes a “swap” within the meaning of
      section 1a(47) of the Commodity Exchange Act.”
    

    
      (b)                           Section 6.1(o) of the Credit Agreement is
      hereby amended by replacing the reference to “$10,000,000” therein with
      “$40,000,000.”
    

    

    

    
      (c)                           Section 6.5(p) of the Credit Agreement is
      hereby amended and restated in its entirety as follows:
    


    	
           
        	
          
            “(p)        so long as no Default or Event of Default shall have
            occurred and be continuing or shall be caused thereby, Holdings
            may, without limiting Restricted Junior Payments permitted under Section
            6.5(j), make other Restricted Junior Payments (and Company may
            make Restricted Junior Payments to Holdings for use by Holdings to
            make such Restricted Junior Payments) in the form of (i) dividends
            or distributions to holders of its Capital Stock on a pro rata
            basis or (ii) repurchases of its Capital Stock on the open market,
            in either case so long as at the time of any such Restricted
            Junior Payment, and after giving effect thereto, Company shall be
            in pro forma compliance with the covenants set forth in Section
            6.8 as of the last day of the most recently ended Fiscal Quarter
            after giving effect to such payments.”
          

        


    

    
      
        

        

      

      
        
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      (d)                           Section 6.7(m) of the Credit Agreement is
      hereby amended and restated in its entirety as follows:
    


    	
           
        	
          
            “(m)         (i) equity Investments in Foreign Subsidiaries in
            Canada or the United Kingdom owned on the Second Amendment
            Effective Date and (ii) Investments after the Second Amendment
            Effective Date not to exceed $200,000,000 at any time outstanding
            (net of return of capital or repayments of principal actually
            received, in each case in cash, with respect to any such
            Investments (which amount shall not exceed, for purposes of
            determining the availability of the above amount, the original
            cost of such Investment)) made after the Second Amendment
            Effective Date in Foreign Subsidiaries in Canada or the United
            Kingdom, provided that (a) the above amount will be reduced
            by the amount of any Permitted Acquisitions made of Foreign
            Subsidiaries in the United Kingdom or Canada pursuant to Section
            6.9(h) after the Second Amendment Effective Date and (b) to the
            extent that Investments in Foreign Subsidiaries in Canada or the
            United Kingdom are made in the form of shares of common stock of
            Holdings not otherwise prohibited by the Credit Documents, then
            the value of such shares of common stock of Holdings shall not be
            counted against the above amount; and”
          

        


    

    
      (e)                           Section 6.9(d) of the Credit Agreement is
      hereby amended by replacing the reference to “$1,000,000” therein with
      “$5,000,000.”
    

    

    

    
      (f)                            Section 6.9(h) of the Credit Agreement is
      hereby amended and restated in its entirety as follows:
    


    	
           
        	
          
            “(h)        Permitted Acquisitions; provided,
            however, that (i) with respect to any Permitted Acquisitions
            outside of the United States after the Second Amendment Effective
            Date, such Permitted Acquisitions shall be limited to entities or
            assets in the United Kingdom and Canada and shall not exceed
            $200,000,000 in the aggregate, (ii) the threshold for Permitted
            Acquisitions of Persons in the United Kingdom and Canada above
            will be reduced by the amount of any outstanding Investments made
            in Foreign Subsidiaries in the United Kingdom or Canada pursuant
            to Section 6.7(m) after the Second Amendment Effective Date and
            (iii) to the extent that any consideration for Permitted
            Acquisitions is in the form of shares of common stock of Holdings
            not otherwise prohibited by the Credit Documents, then the value
            of such shares of common stock shall not be counted against the
            above amount; and”
          

        


    

    
      
        

        

      

      
        
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      (g)                            Section 7.1 of the Credit Agreement is
      hereby amended and restated in its entirety as follows:
    


    	
           
        	
          
            “7.1 Guaranty of the Obligations. Subject to the
            provisions of Section 7.2, Guarantors jointly and severally hereby
            irrevocably and unconditionally guaranty to Administrative Agent
            for the ratable benefit of the Beneficiaries the due and punctual
            payment in full of all Obligations when the same shall become due,
            whether at stated maturity, by required prepayment, declaration,
            acceleration, demand or otherwise (including amounts that would
            become due but for the operation of the automatic stay under
            Section 362(a) of the Bankruptcy Code, 11 U.S.C. 362(a))
            (collectively, the “Guaranteed Obligations”); provided,
            however, that Guaranteed Obligations consisting of
            obligations of any Credit Party arising under any Hedge Agreement
            shall exclude all Excluded Swap Obligations.”
          

        
	

        	
           
        
	

        	
          
            (h)                           New Section 7.13 of the Credit
            Agreement is hereby added as follows:
          

        
	

        	
           
        
	

        	
          
            “7.13  Keepwell.  Each Qualified ECP
            Guarantor hereby jointly and severally absolutely, unconditionally
            and irrevocably undertakes to provide such funds or other support
            as may be needed from time to time by each other Credit Party to
            honor all of its obligations under this Article VII in respect of
            Swap Obligations (provided, however, that each
            Qualified ECP Guarantor shall only be liable under this Section
            7.13 for the maximum amount of such liability that can be hereby
            incurred without rendering its obligations under this Section
            7.13, or otherwise under this Article VII, as it relates to such
            Credit Party, voidable under applicable law relating to fraudulent
            conveyance or fraudulent transfer, and not for any greater
            amount). The obligations of each Qualified ECP Guarantor under
            this Section shall remain in full force and effect until a payment
            in full of all Obligations.   Each Qualified ECP Guarantor intends
            that this Section 7.13 constitute, and this Section 7.13 shall be
            deemed to constitute, a “keepwell, support, or other agreement”
            for the benefit of each other Credit Party for all purposes of
            Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”
          

        


    

    
      SECTION II.              AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
    

    

    

    
      Section 2.1 of the Pledge and Security Agreement is hereby amended and
      restated in its entirety as follows:
    

    
      
        

        

      

      
        
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            “2.1 Security for Obligations. This Agreement
            secures, and the Collateral is collateral security for, the prompt
            and complete payment and performance in full when due, whether at
            stated maturity, by required prepayment, declaration,
            acceleration, demand or otherwise (including the payment of
            amounts that would become due but for the operation of the
            automatic stay under Section 362(a) of the Bankruptcy Code, 11
            U.S.C. §362(a) and any successor provision thereof), of all
            Obligations with respect to any Grantor (the "Secured
            Obligations") provided, however, that
            Secured Obligations consisting of obligations of any Credit Party
            arising under any Hedge Agreement shall exclude all Excluded Swap
            Obligations.”
          

        


    

    
      SECTION III.             CONDITIONS PRECEDENT TO EFFECTIVENESS
    

    

    

    
      The effectiveness of the amendments set forth in Section I and Section
      II hereof are subject to the satisfaction, or waiver, of the following
      conditions on or before the Second Amendment Effective Date:
    

    

    

    
      (a)       Company, Holdings, all of the Guarantor Subsidiaries and
      Requisite Lenders shall have indicated their consent by the execution
      and delivery of the signature pages hereof to the Administrative Agent.
    

    

    

    
      (b)       Company shall have paid all fees and other amounts due and
      payable on or prior to the Second Amendment Effective Date, including,
      to the extent invoiced, reimbursement
      or  other  payment  of  all  out-of-pocket  expenses  required  to  be  reimbursed  or  paid  by  the
      Company hereunder or under any other Credit Document.
    

    

    

    
      (c)       Administrative Agent and Lenders shall have received such
      other documents and information regarding Credit Parties and the Credit
      Agreement as Administrative Agent may reasonably request.
    

    

    

    
      SECTION IV.               REPRESENTATIONS AND WARRANTIES
    

    

    

    
      A.       Corporate Power and
      Authority. Each Credit Party has all requisite corporate power
      and authority to enter into this Second Amendment and to carry out the
      transactions contemplated by, and perform its obligations under the
      Credit Agreement and the other Credit Documents as amended by this
      Second Amendment.
    

    

    

    
      B.        Authorization of
      Agreements.    The execution and delivery of this Second
      Amendment and the performance of the Credit Agreement, the Pledge and
      Security Agreement and the other Credit Documents as amended by this
      Second Amendment have been duly authorized by all necessary corporate
      action on the part of each Credit Party.
    

    
      C.        No Conflict.  
      The execution and delivery by each Credit Party of this Second Amendment
      and the performance by each Credit Party of the Credit Agreement, the
      Pledge and Security Agreement and the other Credit Documents as amended
      by this Second Amendment do not (i) violate (A) any provision of any
      law, statute, rule or regulation, or of the certificate or articles of
      incorporation or partnership agreement, other constitutive documents or
      by-laws of each Credit Party or any of its Subsidiaries except to the
      extent such violation could not reasonably be expected to have a
      Material Adverse Effect, (B) any applicable order of any court or any
      rule, regulation or order of any Governmental Authority except to the
      extent such
      violation  could  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect  or  (C)  any
      provision of any indenture, certificate of designation for preferred
      stock, agreement or other instrument to which each Credit Party or any
      of its Subsidiaries is a party or by which any of them or any of their
      property is or may be bound except to the extent such violation could
      not reasonably be expected to have a Material Adverse Effect, (ii)
      conflict with, result in a breach of or constitute (alone or with notice
      or lapse of time or both) a default under any such indenture,
      certificate of designation for preferred stock, agreement or other
      instrument, where any such conflict, violation, breach or default
      referred to in clause (i) or (ii) of this Section IV.C., individually or
      in the aggregate could reasonably be expected to have a Material Adverse
      Effect, (iii) result in or require the creation or imposition of any
      Lien upon any of the properties or assets of any Credit Party (other
      than any Liens created under any of the Credit Documents in favor of
      Collateral Agent on behalf of Secured Parties), or (iv) require any
      approval of stockholders or partners or any approval or consent of any
      Person under any contractual obligation of each Credit Party, except for
      such approvals or consents which have been obtained and are in full
      force and effect.
    

    
      
        

        

      

      
        
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      D.        Governmental
      Consents. No action, consent or approval of, registration or
      filing with or any other action by any Governmental Authority is
      required in connection with the execution and delivery by each Credit
      Party of this Second Amendment and the performance by each Credit Party
      of the Credit Agreement, the Pledge and Security Agreement and the other
      Credit Documents as amended by this Second Amendment, except for such
      actions, consents and approvals the failure to obtain or make which
      could not reasonably be expected to result in a Material Adverse Effect
      or which have been obtained and are in full force and effect.
    

    

    

    
      E.        Binding Obligation.  This
      Second Amendment, the Credit Agreement, the Pledge and Security
      Agreement and the other Credit Documents have been duly executed and
      delivered by each Credit Party party thereto and each constitutes a
      legal, valid and binding obligation of each such Credit Party
      enforceable against such Credit Party in accordance with its terms,
      except as enforceability may be limited by bankruptcy, insolvency,
      moratorium, reorganization or other similar laws affecting creditors’
      rights generally and except as enforceability may be limited by general
      principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law).
    

    

    

    
      F.      Incorporation of Representations
      and Warranties From Credit Agreement. The representations and
      warranties contained in Section 4 of the Credit Agreement are and will
      be true and correct in all material respects on and as of the Second
      Amendment Effective Date to the same extent as though made on and as of
      that date, except to the extent such representations and warranties
      specifically relate to an earlier date, in which case they were true and
      correct in all material respects on and as of such earlier date.
    

    

    

    
      G.       Absence of Default.  
      No event has occurred and is continuing or will result from the
      consummation of the transactions contemplated by this Second Amendment
      that would constitute an Event of Default or a Default.
    

    
      
        

        

      

      
        
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      SECTION V.                ACKNOWLEDGMENT AND CONSENT
    

    

    

    
      Each of Holdings and each Guarantor Subsidiary has (i) guaranteed the
      Obligations and (ii) created Liens in favor of Collateral Agent for the
      benefit of the Secured Parties on certain Collateral to secure its
      obligations under the Credit Agreement and the Collateral Documents
      subject to the terms and provisions of the Credit Agreement. Each of
      Holdings and each
      Guarantor  Subsidiary  together  with  the  Company  are  collectively  referred  to  herein  as  the
      “Credit Support Parties” (and each Person comprising
      the Credit Support Parties, individually, a “Credit Support Party”),
      and the Credit Agreement and the Collateral Documents are collectively
      referred to herein as the “Credit Support Documents”.
    

    

    

    
      Each Credit Support Party hereby acknowledges that it has reviewed the
      terms and provisions of the Credit Agreement, the Pledge and Security
      Agreement and this Second Amendment and consents to the amendment
      of  the Credit Agreement and the Pledge and Security Agreement effected
      pursuant to this Second Amendment. Each Credit Support Party hereby
      confirms and affirms that each Credit Support Document to which it is a
      party or otherwise bound and all Collateral encumbered thereby will
      continue to guarantee or secure, as the case may be, to the fullest
      extent possible in accordance with the Credit Support Documents (in the
      case of the Pledge and Security Agreement, as amended by this Second
      Amendment) the payment and performance of all Obligations under each of
      the Credit Support Documents, as the case may be (in each case as such
      terms are defined in the applicable Credit Support Document), including
      without limitation the payment and performance of all such Obligations
      under each of the Credit Support Documents, as the case may be, in
      respect of the Obligations of the Company now or hereafter existing
      under or in respect of the Credit Agreement as amended by this Second
      Amendment, including any increase thereto, and hereby pledges and
      assigns to the Collateral Agent, and grants to the Collateral Agent a
      continuing lien on and security interest in and to all Collateral (in
      each case as such term is defined in the applicable Credit Support
      Document) as collateral security for the prompt payment and performance
      in full when due of the Obligations under each of the Credit Support
      Documents to which it is a party (whether at stated maturity, by
      acceleration or otherwise).
    

    

    

    
      Each Credit Support Party acknowledges and agrees that any of the Credit
      Support Documents to which it is a party or otherwise bound shall
      continue in full force and effect and that all of its obligations
      thereunder shall be valid and enforceable and shall not be impaired or
      limited by the execution or effectiveness of this Second  Amendment,
      except as expressly provided in this Second Amendment. Each Credit
      Support Party represents and warrants that all representations and
      warranties contained in the Credit Agreement, this Second Amendment and
      the Credit Support Documents to which it is a party or otherwise bound
      are true and correct in all material respects on and as of the Second
      Amendment Effective Date to the same extent as though made on and as of
      that date, except to the extent such representations and warranties
      specifically relate to an earlier date, in which case they were true and
      correct in all material respects on and as of such earlier date.
    

    

    

    
      Each Credit Support Party acknowledges and agrees that (i)
      notwithstanding the conditions to effectiveness set forth in this Second
      Amendment, such Credit Support Party is not required by the terms of the
      Credit Agreement or any other Credit Document to consent to the
      amendments to the Credit Agreement or the Pledge and Security Agreement
      effected pursuant to this Second Amendment and (ii) nothing in the
      Credit Agreement, the Pledge and Security Agreement, this Second
      Amendment or any other Credit Document shall be deemed to require the
      consent of such Credit Support Party to any future amendments to the
      Credit Agreement or the Pledge and Security Agreement.
    

    
      
        

        

      

      
        
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      SECTION VI.     MISCELLANEOUS
    

    

    

    
      A.        Binding  Effect.   
      This  Second  Amendment  shall  be  binding  upon  the parties hereto
      and their respective successors and assigns and shall inure to the
      benefit of the parties hereto and the successors and assigns of Lenders.
      No Credit Party’s rights or obligations hereunder or any interest
      therein may be assigned or delegated by any Credit Party without the
      prior written consent of all Lenders.
    

    

    

    
      B.        Severability.  
      In case any provision in or obligation hereunder shall be invalid,
      illegal or unenforceable in any jurisdiction, the validity, legality and
      enforceability of the remaining provisions or obligations, or of such
      provision or obligation in any other jurisdiction, shall not in any way
      be affected or impaired thereby.
    

    

    

    
      C.        References  
      to   Credit   Agreement   and   to   Pledge   and   Security Agreement.  
      On and after the Second Amendment Effective Date, (i) each reference in
      the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
      “herein” or words of like import referring to the Credit Agreement, and
      each reference in the other Credit Documents to the “Credit Agreement”,
      “thereunder”, “thereof” or words of like import referring to the Credit
      Agreement shall mean and be a reference to the Credit Agreement as
      amended by this Second Amendment and (ii) each reference in the Pledge
      and Security Agreement to “this Agreement”, “hereunder”, “hereof”,
      “herein” or words of like import referring to the Pledge and Security
      Agreement, and each reference in the other Credit Documents to the
      “Pledge and Security Agreement”, “thereunder”, “thereof” or words of
      like import referring to the Pledge and Security Agreement shall mean
      and be a reference to the Pledge and Security Agreement as amended by
      this Second Amendment.
    

    

    

    
      D.        Effect on Credit
      Agreement and Pledge and Security Agreement. Except as
      specifically amended by this Second Amendment, the Credit Agreement, the
      Pledge and Security Agreement and the other Credit Documents shall
      remain in full force and effect and are hereby ratified and confirmed.
    

    

    

    
      E.       Execution.   The
      execution, delivery and performance of this Second Amendment shall not,
      except as expressly provided herein, constitute a waiver of any
      provision of, or operate as a waiver of any right, power or remedy of
      any Agent or Lender under, the Credit Agreement, the Pledge and Security
      Agreement or any of the other Credit Documents.
    

    

    

    
      F.        Headings.
      Section headings herein are included herein for convenience of reference
      only and shall not constitute a part hereof for any other purpose or be
      given any substantive effect.
    

    

    

    
      G.       APPLICABLE LAW.
      THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
      TO CONFLICTS OF LAW PRINCIPLES.
    

    
      
        

        

      

      
        
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      H.       Counterparts. This
      Second Amendment may be executed in any number of counterparts, each of
      which when so executed and delivered shall be deemed an original, but
      all such counterparts together shall constitute but one and the same
      instrument.   As set forth herein, this Second Amendment shall become
      effective upon the execution of a counterpart hereof by each of the
      parties hereto and receipt by Company, Holdings and Administrative Agent
      of written or telephonic notification of such execution and
      authorization of delivery thereof.
    

    

    

    
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      IN WITNESS WHEREOF, the parties hereto have caused this Second
      Amendment to be duly executed and delivered by their respective officers
      thereunto duly authorized as of the date first written above.
    

    

    


    	
          
            COMPANY:
          

        	
           
        	
          
            VICAR OPERATING, INC.
          

        
	

        	

        	

        	
           
        	

        	

        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ Bob Antin
          

        	

        
	

        	

        	

        	

        	
          
            Name: Bob Antin
          

        	

        
	

        	

        	

        	

        	
          
            Title: CEO & President
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ Tomas W. Fuller
          

        	

        
	

        	

        	

        	

        	
          
            Name: Tomas W. Fuller
          

        	

        
	

        	

        	

        	

        	
          
            Title: CFO, VP & Secretary
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	
          
            HOLDINGS:
          

        	

        	
          
            VCA ANTECH, INC.
          

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ Bob Antin
          

        	

        
	

        	

        	

        	

        	
          
            Name: Bob Antin
          

        	

        
	

        	

        	

        	

        	
          
            Title: CEO & President
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	

        	
          
            /s/ Tomas W. Fuller
          

        	

        
	

        	

        	

        	

        	
          
            Name: Tomas W. Fuller
          

        	

        
	

        	

        	

        	

        	
          
            Title: CFO, VP & Secretary
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	
          
            [Signature Page to Second Agreement to A&R Credit Agreement]
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          
            GURANTOR SUBSIDIARIES:
          

        	

        
	

        	
          
            ALBANY VETERINARY CLINIC
          

        
	

        	
          
            ANIMAL CARE CENTER AT MILL RUN, INC.
          

        
	

        	
          
            ANIMAL CARE CENTERS OF AMERICA, INC.
          

        
	

        	
          
            ANTECH DIAGNOSTICS, INC.
          

        
	

        	
          
            ARROYO PETCARE CENTER, INC.
          

        
	

        	
          
            ASSOCIATES IN PET CARE, INC.
          

        
	

        	
          
            EDGEBROOK, INC.
          

        
	

        	
          
            HEALTHY PET CORP.
          

        
	

        	
          
            PET’S CHOICE, INC.
          

        
	

        	
          
            PETS’ CHOICE, INC.
          

        
	

        	
          
            SOUND TECHNOLOGIES, INC.
          

        
	

        	
          
            SOUTH COUNTY VETERINARY HOSPITAL, INC.
          

        
	

        	
          
            TOMS RIVER VETERINARY HOSPITAL, INC.
          

        
	

        	
          
            VCA - ASHER, INC.
          

        
	

        	
          
            VCA ALABAMA, INC.
          

        
	

        	
          
            VCA ALBANY ANIMAL HOSPITAL, INC.
          

        
	

        	
          
            VCA ANIMAL HOSPITALS, INC.
          

        
	

        	
          
            VCA MAPLE LEAF, INC.
          

        
	

        	
          
            VCA MILLER-ROBERTSON #152
          

        
	

        	
          
            VCA MISSOURI, INC.
          

        
	

        	
          
            VCA OF NEW YORK, INC.
          

        
	

        	
          
            VCA REAL PROPERTY ACQUISITION CORPORATION
          

        
	

        	
          
            VETERINARY CENTERS OF AMERICA-TEXAS, INC.
          

        
	

        	
          
            VETSTREET, INC.
          

        
	

        	
          
            WEST LOS ANGELES VETERINARY MEDICAL GROUP, INC.
          

        


    


    	
           
        	
          
            By:
          

        	
          
             
          

        	
          
            /s/ Tomas W. Fuller
          

        	

        
	

        	

        	

        	
          
            Name: Tomas W. Fuller
          

        	

        
	

        	

        	

        	
          
            Title: CFO, VP & Secretary
          

        	

        
	

        	

        	

        	

        	
           
        
	
          
            [Signature Page to Second Amendment to A&R Credit Agreement]
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
           
        	
          
            WELLS FARGO BANK, NATIONAL ASSOCIATION,
          

        
	

        	
          
            as Administrative Agent and Collateral Agent
          

        
	

        	

        	
           
        	

        	

        
	

        	
          
             
          

        	

        	

        	

        
	

        	
          
            By:
          

        	
          
             
          

        	
          
            /s/ Michael T. O’Brien
          

        	

        
	

        	

        	

        	
          
            Name: Michael T. O’Brien
          

        	

        
	

        	

        	

        	
          
            Title: Managing Director
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	
          
            [Signature Page to Second Amendment to A&R Credit Agreement]
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          
            LENDER:
          

        	
          
            By signing below, you have indicated your consent to the Second
            Amendment:
          

        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	
           
        	

        
	

        	
          
            BANK LEUMI USA
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
             
          

        	

        	

        	

        
	

        	
          
            By:
          

        	

        	
          
            /s/ Noam Katz
          

        	

        
	

        	

        	

        	
          
            Name: Noam Katz
          

        	

        
	

        	

        	

        	
          
            Title: Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            By:
          

        	

        	
          
            /s/ Shlomi Halevy
          

        	

        
	

        	

        	

        	
          
            Name: Shlomi Halevy
          

        	

        
	

        	

        	

        	
          
            Title: Assistant Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	
          
            [Signature Page to Second Amendment to A&R Credit Agreement]
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            Bank of America, N.A.
          

        	

        
	

        	
          
            (Legal name of Lender)
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Amie L. Edwards
          

        	

        
	

        	

        	

        	
          
            Name: Amie L. Edwards
          

        	

        
	

        	

        	

        	
          
            Title: Director
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
             
          

        	

        	
          
             
          

        	

        
	

        	

        	

        	
          
             
          

        	

        
	

        	

        	

        	
          
             
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            Captial One N.A.
          

        	

        
	

        	
          (Legal name of Lender)
        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Gina Honette
          

        	

        
	

        	

        	

        	
          
            Name: Gina Honette
          

        	

        
	

        	

        	

        	
          
            Title: Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            COMPASS BANK
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Erik Velastegui
          

        	

        
	

        	

        	

        	
          
            Name: Erik Velastegui
          

        	

        
	

        	

        	

        	
          
            Title: Senior Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            FIRSTRUST BANK
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ John D. Rooney
          

        	

        
	

        	

        	

        	
          
            Name: John D. Rooney
          

        	

        
	

        	

        	

        	
          
            Title: Senior Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            JPMORGAN CHASE BANK, N.A.
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Ling Li
          

        	

        
	

        	

        	

        	
          
            Name: Ling Li
          

        	

        
	

        	

        	

        	
          
            Title: Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            Manufacturers Bank
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Charles Jou
          

        	

        
	

        	

        	

        	
          
            Name: Charles Jou
          

        	

        
	

        	

        	

        	
          Title: Vice President
        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            OneWest Bank, FSB
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ John Farrace
          

        	

        
	

        	

        	

        	
          
            Name: John Farrace
          

        	

        
	

        	

        	

        	
          
            Title: EVP
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            PNC BANK, NATIONAL ASSOCIATION
          

        	

        
	

        	
          
            (Legal name of Lender)
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Philip K. Liebscher
          

        	

        
	

        	

        	

        	
          
            Name: Philip K. Liebscher
          

        	

        
	

        	

        	

        	
          
            Title: Senior Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            TD Bank, N.A.
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ David Perlman
          

        	

        
	

        	

        	

        	
          
            Name: David Perlman
          

        	

        
	

        	

        	

        	
          
            Title: Senior Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	
          
            U.S. Bank National Association
          

        	

        
	

        	
          
            (Legal name of Lender)
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Joseph M. Schnorr
          

        	

        
	

        	

        	

        	
          
            Name: Joseph M. Schnorr
          

        	

        
	

        	

        	

        	
          
            Title: Senior Vice President
          

        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            UNION BANK, N.A.
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Erik Siegfried
          

        	

        
	

        	

        	

        	
          
            Name: Erik Siegfried
          

        	

        
	

        	

        	

        	
          Title: Vice President
        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
          LENDER:
        	
          By signing below, you have indicated your consent to the Second
          Amendment:
        
	

        	

        	
           
        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            Wells Fargo Bank, National Association
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          By:
        	

        	
          
            /s/ Maribelle Villaseñor
          

        	

        
	

        	

        	

        	
          
            Name: Maribelle Villaseñor
          

        	

        
	

        	

        	

        	
          Title: Vice President
        	

        
	

        	

        	

        	

        	
           
        
	
          [Signature Page to Second Amendment to A&R Credit Agreement]