LONG-TERM DEBT

(In thousands)	October 31,
	2 0 0 0		1 9 9 9
Aspect promissory notes due December 2, 2002   (see Note 2)	$	20,653	$	23,439
KeyBank line of credit	7,059		—
Midland Bank debt	-		17,445
Aspect bank loans	5,264		6,292
County of Monroe Industrial   Development Agency ("COMIDA") Bond	2,455		2,695
Capitalized leases, interest rates from   7% to 11%, maturing 1999 to 2007	6,832		9,401
Other	26		100
	42,289		59,372
Less current installments	2,032		2,305
	$	40,257	$	57,067

Our long-term debt matures as follows over the next five years:

(In thousands)	Long-Term Debt
2001	$ 2,032
2002	$ 1,817
2003	$ 26,103
2004	$ 1,613
2005	$ 1,425

KEYBANK LINE OF CREDIT

We have a $50 million senior secured revolving credit facility with KeyBank National Association (“KeyBank”). KeyBank syndicated a portion of the facility to one other lender and acts as agent. The facility matures September 11, 2002. Interest rates range from 50 to 200 basis points over the London Interbank Offered Rate (LIBOR) depending on certain financial ratios. The interest rate may be floating or fixed at our option. We had outstanding borrowings from the credit facility of $7.1 million and zero at October 31, 2000 and 1999, respectively. On October 31, 2000, the effective rates ranged from 6.9% to 7.7%. Cooper pays an annual commitment fee of 0.375% on the unused portion of the revolving credit facility and pays interest monthly on outstanding balances.

  Terms include a first security interest in all Cooper assets. During the term of the facility, we may borrow, repay and re-borrow up to the $50 million, unless we opt to reduce the line voluntarily. We have used the KeyBank line of credit to guarantee other foreign borrowings by issuing $7.2 million of letters of credit against the line of credit, which reduced its unused portion. At October 31, 2000, we had $35.7 million available.

  Under certain circumstances when we obtain additional debt or equity, mandatory prepayments will be required to repay outstanding amounts and permanently reduce the total commitment amount available.

  The KeyBank line of credit contains various covenants, including maintenance of certain ratios and transaction limitations requiring approval of the lenders. Certain prepayments are subject to penalties.

MIDLAND BANK

  We partially funded the Aspect acquisition by a £10.5 million loan from Midland Bank plc, due November 27, 2002. In March 1998, we converted the denomination of the loan to U.S. dollars and entered into an interest rate swap to fix the interest rate at 6.19% per annum (see Note 7). KeyBank issued a letter of credit to secure the Midland loan. Interest on the Midland loan is 20 basis points (0.2%) over sterling LIBOR, adjusted monthly, and Cooper pays an annual letter of credit fee of 1% of the balance to KeyBank. In January 2000, we repaid the £10.5 million, and cancelled the interest rate swap. On the cancellation of the swap, we realized a gain of $240,000, which is recorded in other income.

ASPECT BANK LOANS

The balance of these loans at October 31, 2000, was $5.3 million and is secured by certain assets of Aspect and a $4.2 million letter of credit in favor of National Westminster Bank (“NWB”) from KeyBank. Loan maturity dates range from March 2003 to June 2007. The interest rate on £2.5 million borrowed March 30, 1998 is 0.2625% above sterling LIBOR. Sterling LIBOR ranged between 5.8% and 6.6% for the period of the loan. The interest rate on other NWB loans is 1.5% above the base rate, which ranged between 5.3% and 6% for the reporting period. In 1998, the proceeds were used to repay a loan of £827,000 ($1.4 million), included in acquired debt, and to fund capital expenditures.

CAPITALIZED LEASES

The capitalized lease balance at October 31, 2000, was $6.8 million. The leases primarily relate to manufacturing equipment in the U.S. and the United Kingdom and are secured by those assets. The amount of our capitalized leases decreased for the period primarily because of payments on existing capitalized leases.

COMIDA BOND

The COMIDA bond is a $3 million Industrial Revenue Bond (“IRB”) to finance the cost of plant expansion, building improvements and the purchase of equipment related to CVI’s Scottsville, New York, facility. The interest rate has been effectively fixed at 4.88%, through a rate swap transaction (see Note 7). Principal is repaid quarterly, from July 1997 to October 2012. The IRB is secured by substantially all of CVI’s rights to the facility.

  KeyBank issued a letter of credit to support certain obligations under the COMIDA bond. CVI is obligated to repay KeyBank for draws under and expenses incurred in connection with the letter of credit, under a reimbursement agreement, which Cooper guarantees. The agreement contains customary provisions and covenants, including certain required ratios and levels of net worth. CVI and COMIDA have granted a mortgage lien on the building and real estate located in Scottsville and a first lien security interest on the equipment purchased under the bond proceeds to KeyBank to secure payment under the reimbursement agreement.