AMENDMENT NO. 2
THE AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 2 to the Amended and Restated Credit Agreement (this “ Amendment ”) is made as of October 31,
2006, by and among THE COOPER COMPANIES, INC., a Delaware corporation (the “ Borrower ”), the lenders party to the
Credit Agreement referred to below (the “ Lenders ”) and KEYBANK NATIONAL ASSOCIATION, as administrative agent for
the Lenders (the Administrative Agent ”).
A. The Borrower, the Administrative Agent and the Lenders are parties to the Amended and Restated Credit Agreement
dated as of December 12, 2005 (as amended by Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of
July 31, 2006, among the Borrower, the Lenders party thereto and the Administrative Agent, and as further amended, restated,
supplemented or otherwise modified from time to time, the “ Credit Agreement ”).
B. The Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement to modify certain
provisions thereof in the manner and to the extent set forth herein.
C. Each capitalized term used herein shall be defined in accordance with the Credit Agreement.
In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree as follows:
1. Amendment to Section 7.07(b) . Section 7.07(b) of the Credit Agreement is hereby amended and restated in its entirety
(b) Total Leverage Ratio . The Borrower will not permit at any time the Total Leverage Ratio to be greater than
the maximum ratio specified below during the period opposite such maximum ratio:
2. Conditions Precedent . The amendment set forth above shall become effective upon the satisfaction of the following
(a) this Amendment has