9.	LONG - TERM DEBT

Long - term debt consists of the following

(in thousands)

	As of November 30, 2016										As of May 31, 2016
	Gross		OID (1)			DFC (2)			Net		Gross		OID (1)			DFC (2)			Net

Term Loan Facility	$	638,460		(4,076	)		(9,620	)		624,764		641,777		(5,210	)		(12,174	)		624,393
Notes		400,000		(2,297	)		(6,268	)		391,435		400,000		(2,648	)		(7,223	)		390,129
Revolving Facilities		10,000		-			-			10,000		-		-			-			-
Capital lease agreements		120		-			-			120		232		-			-			232
Total long-term debt		1,048,580		(6,373	)		(15,888	)		1,026,319		1,042,009		(7,858	)		(19,397	)		1,014,754
Less: Current portion of long-term debt		16,745		-			-			16,745		6,806		-			-			6,806
Long-term debt, excluding current portion	$	1,031,835		(6,373	)		(15,888	)		1,009,574		1,035,203		(7,858	)		(19,397	)		1,007,948

(1)

- OID refers to original issue discounts on the Company's long - term debt

(2)

- DFC refers to deferred financing costs related to the Company's long - term debt facilities

Senior Secured Credit Facilities, Security Agreement and Guaranty

The Company is party to a credit agreement and related security and other agreements as subsequently amended, with a bank syndicate of lenders, and Citibank N.A. as the Administrative Agent. The credit agreement, as amended, provides for

) a

$663.3

million senior secured term loan facility (the “Term Loan Facility”) and

(2)

$80.0

million of senior secured revolving loan facilities (the “Revolving Facilities,” and together with the Term Loan Facility, the “Senior Credit Facilities”). In addition to borrowings upon prior notice, the Revolving Facilities include borrowing capacity in the form of letters of credit and borrowings on same - day notice, referred to as swing line loans, in each case, up to

$25.0

million, and is available in U.S. dollars, GBP, Euros, Yen, Canadian dollars and in such other currencies as the Company and the Administrative Agent under the Revolving Facilities

may

agree (subject to a sublimit for such non - U.S. currencies).

Borrowings under the Senior Credit Facilities bear interest at a rate per annum equal to an applicable margin plus, at the Company

’s option, either (a) in the case of borrowings in U.S. dollars, a base rate determined by reference to the highest of

(1)

the prime rate of Citibank, N.A.,

(2)

the federal funds effective rate plus

0.50%

and

(3)

a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of

one

month adjusted for certain additional costs, plus

1.00%

or (b) in the case of borrowings in U.S. dollars or another currency, a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than

1.25%.

The applicable margin for borrowings under the Term Loan Facility is

2.75%

with respect to base rate borrowings and

3.75%

with respect to LIBOR borrowings. The applicable margin for borrowings under the Revolving Facilities is

2.75%

with respect to base rate borrowings and

3.75%

with respect to LIBOR borrowings, subject to a

LIBOR floor. The applicable margin for borrowings under the Revolving Facilities is subject to a

0.25%

step - down, when the Company’s senior secured net leverage ratio at the end of a fiscal quarter is less than or equal to

3:00

1:00.

The Revolving Facilities mature on the earlier of (i)

February

19,

2020,

(ii)

May

19,

2018,

if the maturity of the Term Loan Facility has not been extended by such date, and (iii)

days prior to any maturity date of certain funded material indebtedness (which maturity date shall be no earlier than

October

19,

2018).

Certain other Company actions would also result in a springing maturity of the Revolving Facilities as early as

August

20,

2017.

The aggregate principal amount of the revolving credit commitments is as follows:

(1)

$80.0

million as of

May

2016,

(2)

August

19,

2018,

$70.0

million,

(3)

February

19,

2019,

$60.0

million, and

(4)

August

19,

2019,

$50.0

million.

The interest rate on the Term

Loan Facility was

5.00%

as of

November

30,

2016

and

May

31,

2016.

Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Term Loan Facility is

6.17%

for the

six

months ended

November

30,

2016.

The weighted average interest rate on the borrowings from the Revolving Facilities during the

first

six

months of fiscal year

2017

was approximately

4.79%.

November

30,

2016,

there were

$10.0

million of outstanding borrowings under the Revolving Facilities and no outstanding letters of credit.

The Company is required to make scheduled principal payments on the last business day of each calendar quarter equal to

0.25%

of the original principal amount of loans under the Term Loan Facility with the balance due and payable on

August

19,

2018.

Currently scheduled principal payments are

$1.7

million per quarter. The Company is also required to repay loans under the Term Loan Facility based on annual excess cash flows as defined in the credit

agreement governing the Term Loan Facility and upon the occurrence of certain other events set forth in that credit agreement. The additional principal due under the terms of the excess cash flow requirement was

zero

for fiscal year

2016

and fiscal year

2015.

The terms of the Senior Credit Facilities provide that any principal paid as a result of the excess cash flow requirement, shall be applied to the scheduled installments of principal following the date of prepayment in direct order of maturity.

All obligations under the Senior Credit Facilities are unconditionally guaranteed by the parent company of Immucor,

IVD Intermediate Holdings B Inc.

(the “Parent”), and certain of Immucor’s existing and future wholly owned domestic subsidiaries (such subsidiaries collectively, the “Subsidiary Guarantors”), and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Parent and Subsidiary Guarantors, subject in each case to customary exceptions and exclusions. Neither the assets nor the equity of Sentilus LLC is collateral for the Senior Credit Facilities.

Indenture and the Senior Notes Due

2019

The Company has also issued

$400.0

million in principal amount of Senior Notes (the “Notes”). The Notes bear interest at a rate of

11.125%

per annum, and interest is payable semi - annually on

February

and

August

of each year. Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Notes is

11.75%

for the

six

months ended

November

30,

2016.

The Notes mature on

August

15,

2019.

Subject to certain exceptions, the Notes are guaranteed on a senior unsecured basis by each of Immucor

’s current and future wholly owned domestic restricted subsidiaries (and non - wholly owned subsidiaries if such non - wholly owned subsidiaries guarantee the Company’s or another guarantor’s other capital market debt securities) that is a guarantor of certain debt of the Company or another guarantor, including the Senior Credit Facilities. The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness that is not expressly subordinated in right of payment thereto. The Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Company’s existing and future secured indebtedness, including the Senior Credit Facilities described above, to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Company’s non - guarantor subsidiaries.

The Company is not aware of any violations of the covenants pursuant to the terms of the indenture governing the Notes or the credit agreement governing the Senior Credit Facilities.

Future Commitments

The following is a summary of

the combined principal maturities of all long - term debt and principal payments to be made under the Company’s capital lease agreements for each of the fiscal years presented in the table below (in thousands):

Year Ended May 31:
2017	$	13,435
2018		6,632
2019		628,513
2020		400,000
Total	$	1,048,580

Interest Expense

The significant components of interest expense are as follows (in thousands):

	Three Months Ended				Six Months Ended
	November 30				November 30
	2016		2015		2016		2015

Notes, including OID amortization	$	11,303		11,283		22,600		22,562
Term loan facility, including OID amortization		8,648		8,702		17,396		17,506
Amortization of deferred financing costs		1,774		1,781		3,514		3,533
Interest rate swaps and other interest		48		153		176		369
Revolving facility fees and interest		342		249		549		409
Interest accreted on contingent consideration liabilities		1,012		286		1,994		567
Total interest expense	$	23,127		22,454		46,229		44,946

Deferred financing costs

Changes in deferred financing costs

during the

six

months ended

November

30,

2016

and the fiscal year ended

May

31,

2016

are as follows (in thousands):

	November 30, 2016			May 31, 2016

Balance at beginning of period	$	19,397			26,399
Debt issuance costs (1)		5			118
Amortization		(3,514	)		(7,120	)
Balance at end of period	$	15,888			19,397

(1)

Debt issuance costs are related to Amendment No.

of our credit agreement

Deferred financing costs are capitalized and are amortized over the life of the related debt agreements using the effective interest rate method, except for the costs associated with the Revolving Facilities which uses the straight - line method. The deferred financing costs associated with the Revolving Facilities

are included in the amount of deferred financing costs for the Term Loan Facility.