On May 31, 2012, The Cooper Companies, Inc. (the "Company") entered into an amendment (the "Amendment") to its Credit Agreement, dated as of January 12, 2011 (the "Credit Agreement"), by and among the Company, CooperVision International Holding Company, LP (the "Foreign Borrower" and together with the Company, individually each a "Borrower" and collectively, the "Borrowers"), the lenders party thereto and KeyBank National Association, as administrative agent (the "Administrative Agent"). The Credit Agreement provided for (a) a multicurrency revolving credit facility in an aggregate principal amount of $750,000,000 (the "Revolving Facility") and (b) a delayed draw term loan facility in an aggregate principal amount of $250,000,000 (the "Term Loan"). Concurrently with the effectiveness of the Amendment, and pursuant to the terms of the Credit Agreement, the Company repaid in full the outstanding Term Loan. The Amendment also modified certain provisions of the Credit Agreement to (among other things):

• increase the aggregate commitment amount under the Revolving Facility from $750,000,000 to $1,000,000,000;

• amend the amount by which the aggregate commitment amount under the Revolving Facility may be increased, upon written request by the Company, from $250,000,000 to $500,000,000;

• extend the termination date of the Revolving Facility from January 12, 2016, to May 31, 2017;

• amend the commitment fee rate to a range between 0.100% and 0.275% of the unused portion of the Revolving Facility based on a pricing grid tied to the Company's total leverage ratio (as defined in the Credit Agreement); and

• amend the applicable margin rates such that the loans outstanding under the Credit Agreement will bear interest based, at the Company's option, on either the base rate or the adjusted Eurodollar rate or adjusted foreign currency rate (each as defined in the Credit Agreement), plus an applicable margin of between 0.00% and 0.75% in respect of base rate loans and between 1.00% and 1.75% in respect of adjusted Eurodollar rate or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Company's total leverage ratio.

The foregoing description of the Amendment set forth in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The information set forth in Item 1.01 of this Form 8-K is incorporated in this Item 2.03 by reference.

On May 31, 2012, The Cooper Companies, Inc. issued a press release announcing that it had entered into an amendment to its Credit Agreement. A copy of this release is attached and incorporated by reference.

Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other The Cooper Companies, Inc. information.

(d) Exhibits:

Exhibit
No.                                       Description

10.1         Amendment No. 1 to Credit Agreement, dated as of May 31, 2012, among
             The Cooper Companies, Inc., CooperVision International Holding
             Company, LP, the lenders party thereto and KeyBank National
             Association, as administrative agent.

99.1         Press release dated May 31, 2012, of The Cooper Companies, Inc.