Amendment No. 1 to Credit Agreement


 Exhibit 10.1 
 DEAL CUSIP NUMBER: 21664UAD8 
 REVOLVER CUSIP NUMBER: 21664UAE6 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 
 This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 31, 2012 among the following (i) THE COOPER COMPANIES, INC., a Delaware corporation (the
“Company”); (ii) COOPERVISION INTERNATIONAL HOLDING COMPANY, LP, an entity organized under the laws of England and registered in Barbados as an External Company under the laws of Barbados (the “Foreign
Borrower” and together with the Company, individually each a “Borrower” and collectively, the “Borrowers”); (iii) the Lenders (defined below) executing a signature page hereto; and (iv) KEYBANK
NATIONAL ASSOCIATION, as the administrative agent (the “Administrative Agent”). 
 RECITALS: 

A. The Borrowers, the Administrative Agent, the lenders party thereto (each a “Lender” and collectively, the
“Lenders”), and the other parties thereto are parties to the Credit Agreement, dated as of January 12, 2011 (as the same may from time to time be amended, restated or otherwise modified, the “Credit
Agreement”). 
 B. The Borrowers, the Administrative Agent and the Lenders party hereto desire to amend the Credit
Agreement to modify certain provisions thereof. 
 AGREEMENT: 

In consideration of the premises and mutual covenants herein and for other valuable consideration, the Borrowers, the Administrative
Agent and the Lenders party hereto agree as follows: 
 Section 1. Definitions. Unless otherwise defined herein, each
capitalized term used in this Amendment and not defined herein shall be defined in accordance with the Credit Agreement. 

Section 2. Amendments. 
 2.1 New Definitions. Article I of the Credit Agreement is hereby amended to add the following new definitions thereto: 

“Amendment No. 1” means Amendment No. 1 to Credit Agreement dated as of May 31, 2012,
among the Borrowers, the Administrative Agent and the Lenders party thereto. 
 “Amendment No. 1
Effective Date” means May 31, 2012. 






 2.2 Amendment to Definition of “Applicable Commitment Fee Rate”. The
definition of “Applicable Commitment Fee Rate” is hereby amended to delete the grid set forth in such definition and replace it with the following: 
  

			
	 Total Leverage Ratio
	  	 Applicable Commitment Fee Rate

		
	 Less than 1.00 to 1.00
	  	10.00 bps
		
	 Greater than or equal to 1.00 to 1.00, but less than 1.50 to 1.00
	  	12.50 bps
		
	 Greater than or equal to 1.50 to 1.00, but less than 2.00 to 1.00
	  	17.50 bps
		
	 Greater than or equal to 2.00 to 1.00, but less than 2.50 to 1.00
	  	22.50 bps
		
	 Greater than or equal to 2.50 to 1.00, but less than 3.00 to 1.00
	  	25.00 bps
		
	 Greater than or equal to 3.00 to 1.00
	  	27.50 bps

 2.3 Amendment to Definition of “Applicable Margin”. The definition of
“Applicable Margin” is hereby amended to delete the grid set forth in such definition and replace it with the following: 
  

					
	 Total Leverage Ratio
	  	 Loans that are Base Rate

Loans
	  	Loans that are Fixed
Rate
Loans
			
	 Less than 1.00 to 1.00
	  	0.00 bps	  	100.00 bps
			
	 Greater than or equal to 1.00 to 1.00, but less than 1.50 to 1.00
	  	12.50 bps	  	112.50 bps
			
	 Greater than or equal to 1.50 to 1.00, but less than 2.00 to 1.00
	  	25.00 bps	  	125.00 bps
			
	 Greater than or equal to 2.00 to 1.00, but less than 2.50 to 1.00
	  	37.50 bps	  	137.50 bps
			
	 Greater than or equal to 2.50 to 1.00, but less than 3.00 to 1.00
	  	62.50 bps	  	162.50 bps
			
	 Greater than or equal to 3.00 to 1.00
	  	75.00 bps	  	175.00 bps

 2.4 Amendment to Definition of “Revolving Facility Termination Date”. The definition of
“Revolving Facility Termination Date” is hereby amended and replaced with the following: 
 “Revolving
Facility Termination Date” means the earlier of (i) May 31, 2017, or (ii) the date that the Revolving Commitments have been terminated pursuant to Section 8.02. 

2.5 Amendment to Definition of “Total Revolving Commitment”. The definition of “Total Revolving
Commitment” is hereby amended and replaced with the following: 
 “Total Revolving
Commitment” means the sum of the Revolving Commitments, as the same may be decreased pursuant to Section 2.12(b) or increased from time to time pursuant to Section 2.02(b). As of the Closing Date, the amount of the Total Revolving
Commitment is $750,000,000 and as of the Amendment No. 1 Effective Date, the amount of the Total Revolving Commitment is $1,000,000,000. 
 2.6 Amendment to Section 2.02. Section 2.02(b) of the Credit Agreement is hereby amended to delete the reference to “$250,000,000” that appears in such Section and replace it
with “$500,000,000”. 

  
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 Section 3. Replacement of Schedule 1. Schedule 1 to the Credit Agreement is
hereby deleted and replaced with Schedule 1 attached to this Amendment. In accordance with such Schedule 1, effective as of the Amendment No. 1 Effective Date, the aggregate amount of the Revolving Commitments is $1,000,000,000
and the Revolving Commitment of each Lender is as set forth on such Schedule 1. The increase in the aggregate amount of the Revolving Commitments pursuant to Amendment No. 1 shall not be deemed to be a Commitment Increase Request
pursuant to Section 2.02(b) of the Credit Agreement. On the Amendment No. 1 Effective Date, the Administrative Agent shall take all actions as may be reasonably necessary to ensure that after giving effect to the increase in the Total
Revolving Commitment pursuant to Amendment No. 1, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the
Administrative Agent with the consent of the Borrowers: (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings on the Amendment No. 1 Effective Date and substantially concurrently with
the effectiveness of this Amendment; (x) by causing any Lender not increasing its Revolving Commitment to assign portions of their outstanding Revolving Loans to Lenders that are increasing their Revolving Commitments or to Amendment No. 1
Augmenting Lenders (defined below) prior to the Amendment No. 1 Effective Date and in accordance with Section 3.05 of the Credit Agreement; (y) by permitting the Revolving Borrowings outstanding as of the Amendment No. 1
Effective Date to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Revolving Facility Percentages; or
(z) by any combination of the foregoing. Any prepayment or assignment as a result of this Section 3 shall be subject to Section 3.02 of the Credit Agreement, but otherwise without premium or penalty; provided, however, that
the Administrative Agent, in exercising its discretion to take the actions permitted under this Section 3, shall use its commercially reasonable efforts to minimize the liability of the Borrowers arising under Section 3.02 of the Credit
Agreement. Each Person who becomes a party to this Amendment hereby consents to the foregoing transactions notwithstanding any contrary provisions of the Credit Agreement. 
 Section 4. Amendment No. 1 Augmenting Lenders. Each Person that was not a Lender prior to the Amendment No. 1 Effective Date and is becoming a Lender as a result of Amendment No. 1
on the Amendment No. 1 Effective Date (each such Person, a “Amendment No. 1 Augmenting Lender”) shall, by signing this Amendment, become a “Lender” under the Credit Agreement with a Revolving Commitment in the
amount set forth on Schedule 1 attached to this Amendment. 
 Section 5. Effectiveness. 

5.1 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent
(or, in the of subclause (v) below, simultaneously with the effectiveness of this Amendment): 
 (i)
Amendment Executed. This Amendment shall have been executed by the Borrowers, each Subsidiary Guarantor, the Administrative Agent and each Person who will be a “Lender” after the Amendment No. 1 Effective Date, and counterparts
hereof as so executed shall have been delivered to the Administrative Agent. 
 (ii) Officer’s
Certificate; Resolutions. The Borrowers and each Subsidiary Guarantor shall have delivered to the Administrative Agent an officer’s certificate certifying the names of the officers of the Borrowers or such Subsidiary Guarantor authorized to
sign this Amendment and the other Loan Documents, if any, required to be executed in connection herewith, together with the true signatures of such officers and certified copies of the resolutions of the board of directors of the Borrowers and each
Subsidiary Guarantor evidencing approval of the execution and delivery of this Amendment and the other Loan Documents, if any, being executed in connection herewith. 

  
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 (iii) Legal Opinion. The Borrowers shall have delivered to the
Administrative Agent an opinion of counsel for the Borrowers and each Subsidiary Guarantor, in form and substance reasonably satisfactory to the Administrative Agent. 

(iv) Fees. The Company shall have (i) paid to the Administrative Agent, for the benefit of the Lenders, the
fees agreed to by the Company and the Lenders, (ii) paid to KeyBank National Association, as a lead arranger, for its sole account, the fees required to be paid pursuant to the Engagement Letter between it and the Company dated May 1,
2012, and (iii) paid all documented legal fees and expenses of the Administrative Agent in connection with the preparation and negotiation of this Amendment and the other documents being executed or delivered in connection herewith to the
extent the Company has received an invoice for such services reasonably in advance of the Amendment No. 1 Effective Date. 
 (v) Repayment of Term Loans. Concurrently with the effectiveness of this Amendment, the Company shall repay in full all of the outstanding Term Loans, together with all accrued and unpaid interest
thereon, in accordance with Section 2.13(a) of the Credit Agreement. 
 (vi) Amendment Closing
Certificate. The Administrative Agent shall have received a certificate in form reasonably satisfactory to it, dated as of the Amendment No. 1 Effective Date, of an Authorized Officer of the Company to the effect that, at and as of the
Amendment No. 1 Effective Date and both before and after giving effect to the Amendment: (A) no Default or Event of Default has occurred or is continuing; and (B) all representations and warranties of the Credit Parties contained
herein and in the other Loan Documents are true and correct in all material respects as of the Amendment No. 1 Effective Date. 
 5.2 Amendment Effective Date. This Amendment shall be effective on the date upon which the Conditions Precedent set forth in Section 5.1 above are satisfied. Unless otherwise specifically set
forth herein, each of the amendments and other modifications set forth in this Amendment shall be effective on and after the Amendment No. 1 Effective Date. 
 Section 6. Miscellaneous. 
 6.1 Representations and Warranties. The
Borrowers and each Subsidiary Guarantor, by signing below, hereby represent and warrant to the Administrative Agent and the Lenders that: 
 (i) each such Borrower and each Subsidiary Guarantor has the legal power and authority to execute and deliver this Amendment; 

(ii) the officers executing this Amendment on behalf of each Borrower and each Subsidiary Guarantor have been duly
authorized to execute and deliver the same and bind such Borrower or such Subsidiary Guarantor with respect to the provisions hereof; 
 (iii) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any
provision hereof; 
 (iv) this Amendment constitutes the legal, valid and binding agreement and obligation of the
Borrowers and each Subsidiary Guarantor enforceable in accordance with its 

  
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terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting
creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); 
 (v) each of the representations and warranties set forth in Article V of the Credit Agreement is true and correct in all material respects as of the date hereof, except to the extent that any thereof
expressly relate to an earlier date. 
 6.2 Credit Agreement Unaffected. Each reference to the Credit Agreement in any
Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected
hereby. This Amendment shall be a Loan Document. 
 6.3 Subsidiary Guarantor Acknowledgment. Each Subsidiary Guarantor,
by signing this Amendment: 
 (i) consents and agrees to and acknowledges the terms of this Amendment;

 (ii) acknowledges and agrees that all of the Loan Documents to which such Subsidiary Guarantor is a party or
otherwise bound shall continue in full force and effect and that all of such Subsidiary Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;
and 
 (iii) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in
this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to which such Subsidiary Guarantor is a party to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments or modifications to the Credit Agreement. 

6.4 Entire Agreement. This Agreement, together with the Credit Agreement and the other Loan Documents integrate all the terms and
conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof. 
 6.5 Counterparts This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. 

6.6 Governing Law. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). TO THE FULLEST EXTENT PERMITTED
BY LAW, THE BORROWERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK GOVERNS THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 

  
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 6.7 JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS
RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
 [Signature pages follow.]


  
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 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first
above written. 
  

			
	THE COOPER COMPANIES, INC.,
		
	By:	 	 /s/ Albert G. White III

		 	Name: Albert G. White III
		 	Title:   Vice President of Investor Relations, Treasurer & Chief Strategic Officer
		 	


  

			
	COOPERVISION INTERNATIONAL HOLDING COMPANY, LP
		
	By:	 	COOPERVISION, INC.
	Its:	 	General Partner
		
	By:	 	 /s/ Greg W. Matz

		 	Name: Greg W. Matz
		 	Title:   Vice President


  

			
	KEYBANK NATIONAL ASSOCIATION,
		 	as the Administrative Agent, Co-Lead Arranger, the Swing Line Lender, a Lender and an LC Issuer
		
	By:	 	 /s/ Marianne T. Meil

	Name:	 	Marianne T. Meil
	Title:	 	Senior Vice President



  
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 Each of the undersigned Subsidiary 
 Guarantors acknowledge the terms of and 
 consents to the foregoing: 

 

			
	 COOPERVISION, INC.

		
	By:	 	 /s/ Greg W. Matz

		 	     Name: Greg W. Matz

		 	     Title: Vice President


  

			
	 COOPERSURGICAL, INC.

		
	By:	 	 /s/ Greg W. Matz

		 	     Name: Greg W. Matz

		 	     Title:   Vice President


  

			
	 TCC ACQUISITION CORP.

		
	By:	 	/s/ Albert G. White III
		 	     Name: Albert G. White III

		 	     Title: Vice President


  

			
	 COOPER MEDICAL, INC. (formerly known as Cooper Medical Device Corp.)

		
	By:	 	/s/ Greg W. Matz
		 	     Name: Greg W. Matz

		 	     Title: Vice President & Chief Financial Officer


  

  
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 Signature Page to 
 Amendment No. 1 dated as of May     , 2012 
 to the

 Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 

INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	JPMORGAN CHASE BANK, N.A.
			
		 	By:	 	 /s/ Alex Rogin

		 		 	        Name: Alex Rogin
		 		 	        Title:   Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May 30, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	Citicorp North America, Inc.
			
		 	By:	 	 /s/ Zafar Khan

		 		 	        Name: Zafar Khan
		 		 	        Title:   Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May     , 2012 
 to the

 Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 

INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	Bank of America, N.A.
			
		 	By:	 	 /s/ John C. Plecque

		 		 	        Name: John C. Plecque
		 		 	        Title:   Senior Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May 31, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	Wells Fargo Bank, N.A.
			
		 	By:	 	 /s/ Gavin Smith

		 		 	        Name: Gavin Smith
		 		 	        Title:   Relationship Manager


  
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 Signature Page to 
 Amendment No. 1 dated as of May     , 2012 
 to the

 Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 

INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	 DNB BANK ASA, Grand Cayman Branch
 (f/k/a DnB NOR BANK ASA, New York Branch)

			
		 	By:	 	 /s/ Kristie Li

		 		 	        Name: Kristie Li
		 		 	        Title:   First Vice President
			
		 	By:	 	 /s/ Philip Kurpiewski

		 		 	        Name: Philip Kurpiewski
		 		 	        Title:   Senior Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May 31, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	HSBC Bank USA, National Association
			
		 	By:	 	 /s/ David Hants

		 		 	      Name: David Hants
		 		 	      Title:   Senior Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May     , 2012 
 to the

 Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 

INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	PNC Bank, National Association
			
		 	By:	 	/s/ John Berry
		 		 	        Name: John Berry
		 		 	        Title:   Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May 31, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	Union Bank, N.A.
			
		 	By:	 	 /s/ Henry G. Montgomery

		 		 	        Name: Henry G. Montgomery
		 		 	        Title:   Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May     , 2012 
 to the

 Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 

INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	Compass Bank
			
		 	By:	 	 /s/ Erik Velastegui

		 		 	        Name: Erik Velastegui
		 		 	        Title:   Senior Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May 30, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	Sumitomo Mitsui Banking Corporation
			
		 	By:	 	 /s/ Shuji Yabe

		 		 	        Name: Shuji Yabe
		 		 	        Title:   Managing Director


  
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 Signature Page to 
 Amendment No. 1 dated as of May 31, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	U.S. Bank, National Association
			
		 	By:	 	 /s/ Joseph M. Schnorr

		 		 	        Name: Joseph M. Schnorr
		 		 	        Title:   Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May 31, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	Bank of the West
			
		 	By:	 	 /s/ Romie Basra

		 		 	        Name: Romie Basra
		 		 	        Title:   Vice President


  
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 Signature Page to 
 Amendment No. 1 dated as of May     , 2012 
 to the

 Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 

INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	UBS Loan Finance LLC
			
		 	By:	 	 /s/ Mary E. Evans

		 		 	        Name: Mary E. Evans
		 		 	        Title:   Associate Director
			
		 	By:	 	 /s/ Irja R. Otsa

		 		 	        Name: Irja R. Otsa
		 		 	        Title:   Associate Director


  
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 Signature Page to 
 Amendment No. 1 dated as of May 31, 2012 
 to the 

Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 
 INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the
Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	GOLDMAN SACHS BANK USA
			
		 	By:	 	 /s/ Mark Walton

		 		 	        Name: Mark Walton
		 		 	        Title:   Authorized Signatory


  
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 Signature Page to 
 Amendment No. 1 dated as of May     , 2012 
 to the

 Credit Agreement among THE COOPER COMPANIES, INC. and COOPERVISION 

INTERNATIONAL HOLDING COMPANY, LP, as the Borrowers, 
 Key Bank, as the Administrative Agent, and 
 the Lenders Party Thereto 

 

					
	Name of Institution:	 	 Chang Hwa Commercial Bank, Ltd.,
 Los Angeles Branch

			
		 	By:	 	 /s/ Chu-I Hung

		 		 	        Name: Chu-I Hung
		 		 	        Title:   Vice President & General Manager


  
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 Schedule 1 

Lenders and Commitments 
  

									
	 Lender
	  	Revolving
Commitment	 	  	Revolving Facility
Percentage	 
	 KeyBank National Association
	  	$	85,000,000	  	  	 	8.50	% 
	 JPMorgan Chase Bank, National Association
	  	$	85,000,000	  	  	 	8.50	% 
	 Citicorp North America, Inc.
	  	$	85,000,000	  	  	 	8.50	% 
	 Bank of America, N.A.
	  	$	85,000,000	  	  	 	8.50	% 
	 Wells Fargo Bank, N.A.
	  	$	85,000,000	  	  	 	8.50	% 
	 DnB NOR Bank ASA, New York Branch
	  	$	80,000,000	  	  	 	8.00	% 
	 Union Bank, N.A.
	  	$	80,000,000	  	  	 	8.00	% 
	 Compass Bank
	  	$	80,000,000	  	  	 	8.00	% 
	 Sumitomo Mitsui Banking Corporation
	  	$	80,000,000	  	  	 	8.00	% 
	 U.S. Bank, National Association
	  	$	65,000,000	  	  	 	6.50	% 
	 PNC Bank, National Association
	  	$	60,000,000	  	  	 	6.00	% 
	 Bank of the West
	  	$	50,000,000	  	  	 	5.00	% 
	 HSBC BANK USA, National Association
	  	$	40,000,000	  	  	 	4.00	% 
	 UBS Loan Finance LLC
	  	$	20,000,000	  	  	 	2.00	% 
	 Goldman Sachs Bank USA
	  	$	10,000,000	  	  	 	1.00	% 
	 Chang Hwa Commercial Bank, Ltd., Los Angeles Branch
	  	$	10,000,000	  	  	 	1.00	% 
	 Total:
	  	$	1,000,000,000.00	  	  	 	100	% 


  
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