8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549______________

Form 8-K

CURRENT REPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 25, 2013

VCA Antech, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-16783	95-4097995
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12401 West Olympic Boulevard
Los Angeles, California 90064-1022

(Address of Principal Executive Offices)

(310) 571-6500
(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01:          Entry into a Material Definitive Agreement

On April 19, 2013, we amended our senior credit facility pursuant to that certain Second Amendment to Credit & Guaranty Agreement by and among Vicar Operating, Inc., VCA Antech, Inc., certain subsidiaries of Vicar Operating, Inc. as guarantors, various lenders from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender.   In this report we refer to the Second Amendment to Credit & Guaranty Agreement as the Second Amendment.

The Second Amendment (i) removes limits on our ability to conduct a share repurchase program so long as we remain in compliance with certain existing financial covenants; (ii) increases the income we may receive from leases and subleases; (iii) increases the amount of debt we may assume in connection with acquisitions; and (iv) increases our ability to invest in Canada and the United Kingdom.

A copy of the Second Amendment is attached to this Form 8-K as Exhibit 10.1.

Item 2.02:          Results of Operations and Financial Condition

On April 25, 2013, we issued a press release which included earnings for the first quarter of fiscal year 2013. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 8.01:          Other Events.  

On April 25, 2013, we announced that our Board of Directors approved a share repurchase program authorizing us to repurchase up to $125 million of our common stock.  The repurchases, which may be made in the open market, through privately-negotiated transactions, or as otherwise permitted by Securities Exchange Act Rule 10b-18, may occur from time-to-time in the future.  We have no obligation to repurchase any shares, and we may suspend or discontinue the repurchase program at any time.  We may finance repurchases from existing cash balance or borrowings pursuant to our revolving credit facility.

A copy of the press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

10.1	Second Amendment to Credit & Guaranty Agreement dated April 19, 2013, by and among Vicar Operating, Inc., VCA Antech, Inc., certain subsidiaries of Vicar Operating, Inc. as guarantors, various lenders from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender.
99.1	Press release dated April 25, 2013, regarding (i) earnings for the first quarter of fiscal year 2013; and (ii) the share repurchase program.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 25, 2013	VCA Antech, Inc.
	/s/ Tomas W. Fuller
	By:	Tomas W. Fuller
	Its:	Chief Financial Officer

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EXHIBIT INDEX

Exhibits

10.1	Second Amendment to Credit & Guaranty Agreement dated April 19, 2013, by and among Vicar Operating, Inc., VCA Antech, Inc., certain subsidiaries of Vicar Operating, Inc. as guarantors, various lenders from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender.
99.1	Press release dated April 25, 2013, regarding (i) earnings for the first quarter of fiscal year 2013; and (ii) the share repurchase program.

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EX-10.1

_{Exhibit 10.1}

VICAR OPERATING, INC.

SECOND AMENDMENT TOAMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT ANDFIRST 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.

[The remainder of this page is intentionally left blank.]

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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
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EX-99.1

Exhibit 99.1

VCA Antech, Inc. Reports First Quarter 2013 Results and Announces Share Repurchase Authorization of up to $125 Million

• Revenue increased 7.1% to a first quarter record of $438.6 million
• Gross profit increased 3.8% to $96.9 million
• Diluted earnings per common share of $0.34, or $0.37 on an as adjusted basis
• Adjusted diluted earnings per common share excluding acquisition-related amortization of $0.40
• Board authorizes $125 million Share Repurchase Program

LOS ANGELES--(BUSINESS WIRE)--April 25, 2013--VCA Antech, Inc. (NASDAQ: WOOF), a leading animal healthcare company in the United States and Canada, today reported financial results for the first quarter ended March 31, 2013 as follows: revenue increased 7.1% to a first quarter record of $438.6 million, gross profit increased 3.8% to $96.9 million, net income was $30.5 million and diluted earnings per common share was $0.34.

For the three months ended March 31, 2013 and 2012, adjusted diluted earnings per share were $0.37 and $0.34, respectively. Adjusted diluted earnings per share for the three months ended March 31, 2013, excludes $3.8 million of charges related to properties vacated during the quarter. We vacated properties of two animal hospitals whose operations were consolidated into the newly constructed, newly opened VCA West Los Angeles Animal Hospital.

With this release, we are also reporting Adjusted diluted earnings per share excluding amortization of intangible assets associated with acquisitions (Adjusted EPS Excluding Amortization). As we continue to grow our business through acquisitions, we will use Adjusted EPS Excluding Amortization as a measure of operational performance, growth and shareholder returns. We believe that by providing this non-GAAP financial measure we will provide our investors better insight into the operating performance of the business. Adjusted EPS Excluding Amortization for the three months ended March 31, 2013 and 2012 was $0.40 and $0.37, respectively.

Bob Antin, Chairman and CEO, stated, “We are encouraged with the improvement in revenue in both our core Animal Hospital and Laboratory business segments. We experienced improving margins in our Laboratory business segment and are encouraged by our ability to manage margins in our Animal Hospital business segment.

“We are also pleased to announce, that the Company will initiate a purchase of up to $125.0 million of our common stock. We believe the repurchase represents a good opportunity to provide shareholder value while maintaining our acquisition goals in the market.

“Animal Hospital revenue in the first quarter of 2013 increased 7.7%, to $340.6 million, driven by acquisitions made in the past twelve months and same-store revenue growth of 1.8%. Our same-store gross profit margin decreased to 13.7%, from 14.7%, while our consolidated gross margin decreased to 13.3%, compared to 14.4%, for the prior-year quarter. Our Animal Hospital operating margin decreased to 10.3%, compared to 12.0%, for the prior-year quarter. As mentioned above, we recorded $3.8 million of charges related to vacated properties. Excluding these charges, our adjusted same-store gross profit margin decreased only 30 bps to 14.4%, from 14.7%; adjusted consolidated gross margin decreased to 13.9%, compared to 14.4%, for the prior-year quarter; and adjusted operating margin decreased to 11.4%, compared to 12.0%, for the prior-year quarter. During the quarter, we acquired three independent animal hospitals which had historical combined annual revenue of $7.2 million.

“Laboratory internal revenue in the first quarter increased 4.3%, to $87.3 million, driven by both an increase in the number of requisitions and the average revenue per requisition. Our Laboratory gross profit margin increased to 48.6%, from 47.9%, and our operating margin increased to 39.5% from 38.9%.

“Revenue from our other operations reported in our All Other segment increased $2.2 million in the first quarter, to $28.5 million, primarily as a result of the full quarter impact of the acquisition of ThinkPets on February 1, 2012.”

Adjusted EPS Excluding Acquisition-Related Amortization

Our acquisition-related amortization expense for the years ended December 2012 and 2011 was $22.7 million, or $13.8 million net of tax, and $13.4 million, or $8.2 million net of tax, respectively. Adjusted EPS Excluding Amortization was $1.52 for the full year ended December 31, 2012, as compared to $1.45 for the full year ended December 31, 2011. In February of this year, we provided guidance for 2013. Adjusting for amortization of acquisition-related intangibles, our guidance range (based on the assumptions stated in that prior release) for Adjusted EPS Excluding Amortization is $1.59 to $1.69 per share.

	2010	2011	2012	2013
Adjusted EPS as reported	$1.42	$1.35	$1.36	$1.45 - $1.55
Add: Amortization(1)	0.07	0.09	0.16	0.14
Adjusted EPS Excluding Amortization(2)	$1.49	$1.45	$1.52	$1.59 - $1.69
(1) Tax-effected intangible amortization, related to acquisitions of businesses.
(2) May not calculate due to rounding.

Adjusted EPS Excluding Amortization is the measure we request analysts to use in compiling 2013 EPS estimates.

Share Repurchase Program

Our Board of Directors has authorized a new share repurchase program, authorizing the Company to repurchase up to $125 million of our common shares from time to time in open market purchases, pursuant to trading plans established in accordance with SEC rules or through privately negotiated transactions. The extent and timing of our repurchases will depend upon market conditions, our cash requirements to fund the long-term growth investments in our business and other corporate considerations. The repurchases will be funded by existing cash balances and by our revolving credit facility. The share repurchase program has no expiration date. The repurchase program may be suspended or discontinued at any time.

Non-GAAP Financial Measures

We believe investors’ understanding of our total performance is enhanced by disclosing adjusted net income, adjusted diluted earnings per common share and adjusted diluted earnings per common share excluding acquisition-related amortization. We define these adjusted measures as the reported amounts, adjusted to exclude certain significant items and amortization of intangibles acquired in acquisitions.

Management believes these adjusted measures are useful to management and investors in evaluating the Company's operational performance and their use provides an additional tool for evaluating the Company's operating results and trends. As a result, these non-GAAP financial measures help to provide meaningful comparisons of our overall performance from one reporting period to another and meaningful assessments of related trends.

There is a material limitation associated with the use of these non-GAAP financial measures: our adjusted measures exclude the impact of these significant items, and as a result, our computation of adjusted diluted earnings per common share does not depict diluted earnings per common share in accordance with GAAP.

To compensate for the limitations in the non-GAAP financial measures discussed above, our disclosures provide a complete understanding of all adjustments found in non-GAAP financial measures, and we reconcile the non-GAAP financial measures to the GAAP financial measures in the attached financial schedules titled “Supplemental Operating Data.”

Conference Call

We will discuss our first quarter 2013 financial results during a conference call today, April 25^th, at 4:30 p.m. Eastern Time. A live broadcast of the call may be accessed by visiting our website at investor.vcaantech.com. The call may also be accessed by dialing (877) 293-5492. Interested parties should call at least 10 minutes prior to the start of the call to register. Replay of the webcast will be available for ninety days by visiting the Company's website.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Among the forward-looking statements in this press release are statements addressing our 2013 guidance and plans, expectations, future financial position and results of operation. These forward-looking statements are not historical facts and are inherently uncertain and out of our control. Any or all of our forward-looking statements in this press release may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Actual future results may vary materially. Among other factors that could cause our actual results to differ from this forward-looking information are: the continued effects of the economic uncertainty prevailing in regions in which we operate; our ability to execute on our growth strategy and to manage acquired operations; changes in demand for our products and services; fluctuations in our revenue adversely affecting our gross profit, operating income and margins; and the effects of the other factors discussed in our Annual Report on Form 10-K, Reports on Form 10-Q and our other filings with the SEC.

About VCA Antech

We own, operate and manage the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, additionally we are the largest provider of online communication, professional education and marketing solutions to the veterinary community. We also supply diagnostic imaging equipment to the veterinary industry.

VCA Antech, Inc. Consolidated Income Statements (Unaudited) (In thousands, except per share amounts)
	Three Months Ended March 31,
	2013			2012
Revenue:
Animal hospital	$	340,615		$	316,125
Laboratory	87,335			84,730
All other	28,523			26,325
Intercompany	(17,867		)	(17,715		)
	438,606			409,465
Direct costs	341,683			316,086
Gross profit:
Animal hospital	45,199			45,556
Laboratory	42,465			40,551
All other	9,634			8,667
Intercompany	(375		)	(1,395		)
	96,923			93,379
Selling, general and administrative expense:
Animal hospital	8,325			7,057
Laboratory	8,005			7,598
All other	8,914			9,283
Corporate	14,602			15,113
	39,846			39,051
Net loss on sale of assets	1,726			523
Operating income	55,351			53,805
Interest expense, net	4,307			4,087
Business combination adjustment gain	—			(5,719		)
Other income	(9		)	(207		)
Income before provision for income taxes	51,053			55,644
Provision for income taxes	19,230			19,323
Net income	31,823			36,321
Net income attributable to noncontrolling interests	1,338			1,076
Net income attributable to VCA Antech, Inc	$	30,485		$	35,245
Diluted earnings per share	$	0.34		$	0.40
Weighted-average shares outstanding for diluted earnings per share	89,379			88,055

VCA Antech, Inc. Consolidated Balance Sheets (Unaudited) (In thousands)
	March 31, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	105,286		$	68,435
Trade accounts receivable, net	71,096			55,912
Inventory	54,072			51,456
Prepaid expenses and other	24,918			25,086
Deferred income taxes	26,131			22,579
Prepaid income taxes	6,904			20,061
Total current assets	288,407			243,529
Property and equipment, net	406,849			403,444
Other assets:
Goodwill	1,294,189			1,291,231
Other intangible assets, net	90,395			94,823
Notes receivable, net	3,139			6,080
Deferred financing costs, net	3,918			4,232
Other	50,805			48,241
Total assets	$	2,137,702		$	2,091,580
Liabilities and Equity
Current liabilities:
Current portion of long-term debt	$	42,939		$	39,002
Accounts payable	45,594			39,416
Accrued payroll and related liabilities	59,023			49,893
Other accrued liabilities	63,291			57,131
Total current liabilities	210,847			185,442
Long-term debt, less current portion	578,967			591,641
Deferred income taxes	82,606			75,846
Other liabilities	34,807			37,267
Total liabilities	907,227			890,196
Redeemable noncontrolling interests	7,043			6,991
VCA Antech, Inc. stockholders’ equity:
Common stock	88			88
Additional paid-in capital	395,564			390,359
Retained earnings	821,694			791,209
Accumulated other comprehensive (loss) income	(897		)	1,847
Total VCA Antech, Inc. stockholders’ equity	1,216,449			1,183,503
Noncontrolling interests	6,983			10,890
Total equity	1,223,432			1,194,393
Total liabilities and equity	$	2,137,702		$	2,091,580

VCA Antech, Inc. Consolidated Statements of Cash Flows (Unaudited) (In thousands)
	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	31,823		$	36,321
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,239			16,562
Amortization of debt issue costs	314			322
Provision for uncollectible accounts	1,093			1,146
Business combination adjustment gain	—			(5,719		)
Net loss on sale of assets	1,726			523
Share-based compensation	3,770			4,183
Deferred income taxes	2,868			4,212
Excess tax benefit from exercise of stock options	(62		)	(187		)
Other	(414		)	(391		)
Changes in operating assets and liabilities:
Trade accounts receivable	(16,126		)	(4,606		)
Inventory, prepaid expense and other assets	(2,491		)	(2,939		)
Accounts payable and other accrued liabilities	12,127			814
Accrued payroll and related liabilities	9,149			10,725
Income taxes	13,235			12,698
Net cash provided by operating activities	75,251			73,664
Cash flows from investing activities:
Business acquisitions, net of cash acquired	(6,756		)	(65,472		)
Real estate acquired in connection with business acquisitions	(510		)	—
Property and equipment additions	(17,969		)	(16,072		)
Proceeds from sale of assets	177			36
Other	(115		)	193
Net cash used in investing activities	(25,173		)	(81,315		)
Cash flows from financing activities:
Repayment of debt	(8,733		)	(34,626		)
Proceeds from issuance of long-term debt	—			50,000
Proceeds from revolving credit facility	—			50,000
Repayment of revolving credit facility	—			(50,000		)
Payment of financing costs	—			(101		)
Distributions to noncontrolling interest partners	(1,197		)	(719		)
Purchase of noncontrolling interest	(5,032		)	—
Proceeds from issuance of common stock under stock option plans	1,876			2,621
Excess tax benefit from exercise of stock options	62			187
Stock repurchases	(59		)	(579		)
Other	—			(151		)
Net cash (used in) provided by financing activities	(13,083		)	16,632
Effect of currency exchange rate changes on cash and cash equivalents	(144		)	84
Increase in cash and cash equivalents	36,851			9,065
Cash and cash equivalents at beginning of period	68,435			63,651
Cash and cash equivalents at end of period	$	105,286		$	72,716

VCA Antech, Inc. Supplemental Operating Data (Unaudited - In thousands, except per share amounts)
Table #1
Reconciliation of net income attributable to VCA Antech, Inc., to adjusted net income attributable to VCA Antech, Inc.(1)	Three Months Ended March 31,
	2013			2012
Net income attributable to VCA Antech, Inc.	$	30,485		$	35,245
Vacant property adjustments(2)	3,804			—
Tax benefit from vacant property adjustments(2)	(1,489		)	—
Business combination adjustment gain(3)	—			(5,719		)
Adjusted net income attributable to VCA Antech, Inc.	$	32,800		$	29,526
Addback of intangible asset amortization associated with acquisitions, net of tax(4)	3,070			2,968
Adjusted net income attributable to VCA Antech, Inc. excluding amortization	$	35,870		$	32,494
Table #2
Reconciliation of diluted earnings per share to adjusted diluted earnings per share(1)	Three Months Ended March 31,
	2013			2012
Diluted earnings per share	$	0.34		$	0.40
Impact of vacant property adjustments, net of tax(2)	0.03			—
Impact of business combination adjustment gain(3)	—			(0.06		)
Adjusted diluted earnings per share	$	0.37		$	0.34
Impact of intangible asset amortization associated with acquisitions, net of tax(4)	0.03			0.03
Adjusted diluted earnings per share excluding amortization	$	0.40		$	0.37
Shares used for computing adjusted diluted earnings per share	89,379			88,055
Table #3
Reconciliation of gross profit to adjusted gross profit(1)	Three Months Ended March 31,
	2013			2012
Consolidated gross profit	$	96,923		$	93,379
Impact of vacant property adjustments(2)	2,046			—
Consolidated adjusted gross profit	$	98,969		$	93,379
Consolidated adjusted gross profit margin	22.6		%	22.8		%

(1)	Management uses adjusted net income, adjusted net income excluding amortization, adjusted diluted earnings per share, adjusted diluted earnings per share excluding amortization, and adjusted gross profit and its components among other factors, to measure the performance of the overall Company. Further, we believe that investors' understanding of our performance is enhanced by disclosing these measures. Adjusted net income and its components and adjusted diluted EPS measures are not, and should not be viewed as substitutes for, U.S. generally accepted accounting principles (GAAP) net income and its components and diluted earnings per share.
(2)	During the quarter, we recorded a write-down to net realizable value of $1.8 million related to a vacant property that is held for sale, and we accrued costs totaling $2.0 million related to a vacant leased property.
(3)	As a result of the acquisition of a controlling interest in AVC, we recorded a gain for the increase in value of our previously held interest in AVC, which we acquired in 2008.
(4)	Beginning in the first quarter of 2013, we have modified our Adjusted EPS to exclude intangible amortization associated with acquisitions. As we continue to grow our business through acquisitions, we will begin using earnings excluding amortization as a measure of operational performance, growth and shareholder returns. We believe adjusting EPS for this amortization will provide our investors with better insight into the operating performance of the business.

VCA Antech, Inc. Supplemental Operating Data (cont) (Unaudited - In thousands, except per share amounts)
	As of
Table #4	March 31, 2013			December 31, 2012
Selected consolidated balance sheet data
Debt:
Senior term notes	$	584,531		$	592,422
Other debt and capital leases	37,375			38,221
Total debt	$	621,906		$	630,643
Table #5	Three Months Ended March 31,
Selected expense data	2013			2012
Rent expense	$	18,625		$	16,045
Depreciation and amortization included in direct costs:
Animal hospital	$	13,179		$	11,226
Laboratory	2,486			2,468
All other	1,241			1,502
Intercompany	(439		)	(362		)
	$	16,467		$	14,834
Depreciation and amortization included in selling, general and administrative expense	1,772			1,728
Total depreciation and amortization	$	18,239		$	16,562
Share-based compensation included in direct costs:
Laboratory	$	109		$	123
Share-based compensation included in selling, general and administrative expense:
Animal hospital	641			341
Laboratory	299			385
All other	186			152
Corporate	2,535			3,182
	3,661			4,060
Total share-based compensation	$	3,770		$	4,183

CONTACT:
VCA Antech, Inc.
Tomas Fuller
Chief Financial Officer
(310) 571-6505