EXHIBIT 10.1
THIRD AMENDMENT
This THIRD AMENDMENT (this "Amendment"), dated as of
November 30, 2001, is entered into by and among Huntsman International LLC
(f/k/a Huntsman ICI Chemicals LLC), a Delaware limited liability company
(the "Borrower"), Huntsman International Holdings LLC (f/k/a Huntsman ICI
Holdings LLC), a Delaware limited liability company ("Holdings"), the
undersigned financial institutions, including Bankers Trust Company, in
their capacities as lenders hereunder (collectively, the "Lenders," and
each individually, a "Lender"), Bankers Trust Company, as Lead Arranger,
Administrative Agent ("Administrative Agent") for the Lenders and Sole Book
Manager, Goldman Sachs Credit Partners L.P., as Syndication Agent and
Co-Arranger and The Chase Manhattan Bank and UBS Warburg LLC (as successor
to Warburg Dillon Read), as Co-Arrangers and as Co-Documentation Agents
(collectively, the "Agents" and each individually, an "Agent"). Terms used
herein and not otherwise defined herein shall have the same meanings as
specified in the Credit Agreement (as defined below).
RECITALS:
A. The Borrower, Holdings, the Lenders, the Agents and the
Administrative Agent have heretofore entered into that certain Credit
Agreement dated as of June 30, 1999, as amended by that certain First
Amendment dated as of December 21, 2000 and that certain Second Amendment
dated as of March 5, 2001 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement").
B. The Borrower and Holdings wish, and the Lenders signatory
hereto and the Agents and Administrative Agent are willing, to amend the
Credit Agreement subject to the terms and conditions of this Agreement.
C. This Agreement constitutes a Loan Document and these Recitals
shall be construed as part of this Agreement.
NOW, THEREFORE, in consideration of the recitals herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Amendment of Credit Agreement.
The Credit Agreement is hereby amended as of September
30, 2001 as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended
by adding the following definitions in their proper alphabetical order:
"Permitted Non-Recurring/Non-Operating Charges" means for
any period of four consecutive fiscal quarters which include the fourth
quarter of Fiscal Year 2001, any non-recurring and non-operating charges
incurred in the fourth quarter of Fiscal Year 2001 prior to the Third
Amendment Effective Date in connection with abandoned transactions in an
amount not to exceed $7,000,000 for such fourth quarter of Fiscal Year
2001.
"Permitted Restructuring Charges" means for any period of
four consecutive fiscal quarters that includes the fourth quarter of Fiscal
Year 2001, any actual restructuring charges recorded by the Borrower and
its Subsidiaries during such period in an aggregate amount for all such
restructuring charges not to exceed $40,000,000 in connection with the
restructuring of certain Affiliates of the Borrower and its Subsidiaries as
described on Schedule 1.1(d) hereto.
"Pro Forma Basis" means, (a) with respect to the
preparation of a pro forma financial statement for any purpose relating to
an Acquisition or for calculation of Consolidated EBITDA, a pro forma on
the basis that (i) any Indebtedness incurred or assumed in connection with
such Acquisition was incurred or assumed on the first day of the applicable
period, (ii) if such Indebtedness bears a floating interest rate, such
interest shall be paid over the pro forma period at the rate in effect on
the date of such Acquisition, and (iii) all income and expense associated
with the assets or entity acquired in connection with such Acquisition for
the most recently ended four fiscal quarter period for which such income
and expense amounts are available shall be treated as being earned or
incurred by Borrower over the applicable period on a pro forma basis
without giving effect to any cost savings, and (b) with respect to the
preparation of a pro forma financial statement for any purpose relating to
an Asset Disposition or for calculation of Consolidated EBITDA, a pro forma
on the basis that (i) any Indebtedness prepaid out of the proceeds of such
Asset Disposition shall be deemed to have been prepaid as of the first day
of the applicable period, and (ii) all income and expense (other than such
expenses as the Borrower, in good faith, estimates will not be reduced or
eliminated as a consequence of such Asset Disposition) associated with the
assets or entity disposed of in connection with such Asset Disposition
shall be deemed to have been eliminated as of the first day of the
applicable period.
"Third Amendment" means that certain Third Amendment to
this Agreement dated as of November 30, 2001.
"Third Amendment Effective Date" has the meaning set
forth in Section 2 of the Third Amendment.
(b) The definition of "Applicable Base Rate Margin" in
Section 1.1. of the Credit Agreement is hereby amended in its entirety by
deleting the last row of the table within such definition in its entirety
and by replacing such row with the following two new rows:
- -----------------------------------------------------------------------------------------------------------
Applicable Base Rate
Margin for Domestic
Revolving Loans, Applicable Applicable
Multicurrency Revolving Base Rate Base Rate Margin
Most Recent Loans and Term A Dollar Margin For For Term C Loans
Leverage Ratio Loans Term B Loans
- ------------------------------------------- -------------------------- ------------------ -----------------
Equal to or greater than 5.00 to 1 but 1.50% 2.00% 2.25%
less than 5.50 to 1
- ------------------------------------------- -------------------------- ------------------ -----------------
Equal to or greater than 5.50 to 1 2.00% 2.50% 2.75%
- ------------------------------------------- -------------------------- ------------------ -----------------
Notwithstanding anything else herein to the contrary, for
purposes of computing the Applicable Base Rate Margin for the periods
beginning September 30, 2001 until delivery of the financial statements for
the fiscal quarter ended March 31, 2002, the Most Recent Leverage Ratio
shall be deemed to be equal to or greater than 5.50 to 1.00.
(c) The definition of "Applicable Eurocurrency Margin" in
Section 1.1. of the Credit Agreement is hereby amended in its entirety by
deleting the last row of the table within such definition in its entirety
and by replacing such row with the following two new rows:
- ------------------------------------------------------------------------------------------------------------------------
Applicable Eurocurrency
Margin for Domestic
Revolving Loans, Applicable Eurocurrency
Multicurrency Revolving Margin for Term A Euro Applicable Applicable
Loans Loans and non-Dollar Eurocurrency Eurocurrency
Most Recent (in Dollars) and Multicurrency Margin For Margin For
Leverage Ratio Term A Dollar Loans Revolving Loans Term B Loans Term C Loans
- ------------------------------------------------------------------------------------------------------------------------
Equal to or greater than 5.00 2.75% 2.75% 3.25% 3.50%
to 1 but less than 5.50 to 1
- ------------------------------------------------------------------------------------------------------------------------
Equal to or greater than 5.50 3.25% 3.25% 3.75% 4.00%
to 1
- ------------------------------------------------------------------------------------------------------------------------
Notwithstanding anything else herein to the contrary, for
purposes of computing the Applicable Eurocurrency Margin for the periods
beginning September 30, 2001 until delivery of the financial statements for
the fiscal quarter ended March 31, 2002, the Most Recent Leverage Ratio
shall be deemed to be equal to or greater than 5.50 to 1.00.
(d) The definition of "Consolidated Capital Expenditures"
in Section 1.1 of the Credit Agreement is hereby amended by adding the
following new proviso immediately at the end of such definition:
";provided, however, notwithstanding anything else herein
to the contrary, any expenditures by the Borrower or any of its
Subsidiaries that constitute Investments under the Unrestricted Subsidiary
Investment Basket (other than Investments which are permitted to be made
solely as a result of clause (iv) of the definition of Unrestricted
Subsidiary Investment Basket), shall be deemed to be Consolidated Capital
Expenditures."
(e) The definition of "Consolidated EBITDA" in Section
1.1 of the Credit Agreement is hereby amended by deleting the "and"
immediately preceding the "(iii)"in such definition, by replacing the same
with a "," and by adding the following new language immediately at the end
of such definition:
"and (iv) Permitted Non-Recurring/Non-Operating Charges
and Permitted Restructuring Charges. For purposes of computing Consolidated
EBITDA as of the end of any applicable period occurring after the Third
Amendment Effective Date, all components of Consolidated EBITDA for any
such applicable period shall include or exclude, as the case may be,
without duplication, on a Pro Forma Basis as determined in good faith by
the Borrower and certified to by a Responsible Officer of the Borrower to
the Administrative Agent, such components attributable to any business or
assets that have been acquired or disposed of during such period after the
Third Amendment Effective Date."
(f) A new Section 7.1(d) shall be added to the Credit
Agreement to read as follows:
" (d) Monthly Financial Statements. At any time the Most
Recent Leverage Ratio is equal to or greater than 4.75 to 1.00, as soon as
available, but in any event within 30 days after the end of each fiscal
month of Borrower (beginning with January, 2002), abbreviated profit and
loss statements on a consolidated and business segment basis for the
Borrower for such month and for the portion of the current Fiscal Year
through the end of such month in each case setting forth comparative
figures for the related periods in the prior Fiscal Year all in form
reasonably satisfactory to Administrative Agent which shall be certified by
a Responsible Financial Officer of Borrower, subject to normal year-end
audit adjustments."
(g) Section 7.2(b) of the Credit Agreement is hereby
amended by deleting the language "Sections 7.1(a) and 7.1(b)" and by
inserting in lieu thereof the following new language "Sections 7.1(a),
7.1(b) and 7.1(c)".
(h) Section 8.7(l) of the Credit Agreement is hereby
amended by inserting therein the following new language immediately
following the phrase "Unmatured Event of Default or Event of Default
exists":
" (or on a pro forma basis after giving effect to such
Investment would exist)"
(i) Section 8.7(l) of the Credit Agreement is hereby
further amended by adding the following new proviso immediately at the end
of such Section 8.7(l):
"provided, further, (i) that after giving effect to any
such Investment, the Borrower would be able to make an additional $1 of
Consolidated Capital Expenditures under Section 9.1 hereof; and (ii) that
the proceeds of any such Investment may not be used either directly or
indirectly to make any Investment in Huntsman Corporation or any of its
Subsidiaries which are not Subsidiaries of Borrower."
(j) Section 8.7(p) of the Credit Agreement is hereby
amended by deleting clause (i) thereof in its entirety and by replacing it
with the following new clause (i):
"(i) after giving effect thereto on a Pro Forma Basis, no
Event of Default or Unmatured Event of Default would exist hereunder;"
(k) Section 8.7(p) of the Credit Agreement is hereby
further amended by adding the following new proviso immediately at the end
of such Section 8.7(p):
";provided, further, however, notwithstanding anything
else herein to the contrary, no Acquisition (other than Acquisitions in
which the total consideration paid (including for purposes hereof any
assumed Indebtedness) does not exceed $20,000,000 for any single
Acquisition or $80,000,000 for all such Acquisitions in the aggregate)
shall be permitted unless the Borrower's Leverage Ratio for each of the
last two Fiscal Quarters for which financial statements have been delivered
pursuant to Sections 7.1(a) and (b) prior to the date of such proposed
Acquisition was less than or equal to 4.75 to 1.00."
(l) Section 9.3 of the Credit Agreement is hereby amended
by deleting the table in such section and replacing it in its entirety with
the following new table:
Period Ratio
------ -----
July 1, 2001 to December 31, 2001 1.95 to 1.0
January 1, 2002 to March 31, 2002 1.80 to 1.0
April 1, 2002 to June 30, 2002 1.80 to 1.0
July 1, 2002 to September 30, 2002 1.95 to 1.0
October 1, 2002 to December 31, 2002 2.10 to 1.0
January 1, 2003 to March 31, 2003 2.50 to 1.0
April 1, 2003 and thereafter 2.75 to 1.0
(m) Section 9.4 of the Credit Agreement is hereby amended
by deleting the table in such section and replacing it in its entirety with
the following new table:
Period Ratio
------ -----
July 1, 2001 to September 30, 2001 5.80 to 1.0
October 1, 2001 to December 31, 2001 6.00 to 1.0
January 1, 2002 to March 31, 2002 6.50 to 1.0
April 1, 2002 to June 30, 2002 6.50 to 1.0
July 1, 2002 to September 30, 2002 5.90 to 1.0
October 1, 2002 to December 31, 2002 5.40 to 1.0
January 1, 2003 to March 31, 2003 4.75 to 1.0
April 1, 2003 to June 30, 2003 4.00 to 1.0
July 1, 2003 and thereafter 3.75 to 1.0
(n) A new Section 9.5 shall be added to the Credit
Agreement to read as follows:
"9.5 Maximum Cash Balances.
At no time when there are any Domestic Revolving
Loans, Multicurrency Revolving Loans or Swing Line Loans outstanding, shall
the amount of Cash or Cash Equivalents held by the Borrower and its
Restricted Subsidiaries (or on behalf of the Borrower and its Restricted
Subsidiaries) exceed $100,000,000 in the aggregate; provided, however,
amounts in excess of $100,000,000 may be held for up to three (3) Business
Days so long as such excess amounts are (a) held to pay third party
obligations of the Borrower and its Restricted Subsidiaries; and (b) are
held in an account under the control and dominion of the Collateral Agent
on behalf of the Secured Parties."
(o) Exhibit 2.5 to the Credit Agreement "Form of Notice
of Borrowing" shall be deleted and replaced in its entirety by the new
Exhibit 2.5 "Form of Notice of Borrowing" attached hereto as Annex A.
(p) A new Schedule 1.1(d) shall be added to the Credit
Agreement in substantially the form attached hereto as Annex B.
SECTION 2. Conditions to Effectiveness of the Amendment.
The provisions of this Amendment shall become effective upon the date of
the satisfaction of all of the conditions set forth in this Section 2 (the
"Third Amendment Effective Date"):
2.1 Proper Execution and Delivery of Amendment. Borrower,
Holdings, the Administrative Agent and the Required Lenders shall have duly
executed and delivered to Administrative Agent this Amendment.
2.2 Delivery of Credit Party Documents. On or before the
date hereof, Borrower shall deliver or cause to be delivered to
Administrative Agent the following with respect to each of Borrower and
Holdings, each, unless otherwise noted, dated the Third Amendment Effective
Date:
(a) Certified copies of its Certificate of Formation,
together with a good standing certificate from the Secretary of State of
the jurisdiction of its incorporation and each other state in which it is
qualified as a foreign corporation to do business and where failure to be
so qualified would have a Material Adverse Effect and, to the extent
generally available, a certificate or other evidence of good standing as to
payment of any applicable franchise or similar taxes from the appropriate
taxing authority of each of such states, each dated a recent date prior to
the Third Amendment Effective Date or, in the event that any such document
has been previously delivered by the Borrower to the Administrative Agent,
a certificate executed by a Responsible Officer of the Borrower indicating
that no change has occurred with respect to such document;
(b) Copies of its operating agreement or limited
liability company agreement, certified by its corporate secretary or an
assistant secretary or a certificate of the lack of any change thereto
since the Closing Date or, in the event that any such document has been
previously delivered by the Borrower to the Administrative Agent, a
certificate executed by a Responsible Officer of the Borrower indicating
that no change has occurred with respect to such document;
(c) Resolutions of its members, manager or board of
managers (i) approving and authorizing the execution, delivery and
performance of each of this Amendment, and (ii) approving and authorizing
the execution, delivery and performance of the other Loan Documents to
which it is a party and all transactions related thereto, in each case
certified as of the Third Amendment Effective Date by its corporate
secretary or an assistant secretary as being in full force and effect
without modification or amendments;
(d) Signature and incumbency certificates of its officers
executing this Amendment; and
(e) Such other instruments and documents in respect of
such matters as Administrative Agent shall reasonably request.
2.3 Representations and Warranties; Default; Officer's
Certificate. After giving effect to this Amendment, the representations and
warranties set forth in Article VI of the Agreement shall be true and
correct, except to the extent such representations and warranties are
expressly made as of a specified date in which event such representations
and warranties shall be true and correct as of such specified date, and no
Event of Default or Unmatured Event of Default shall have occurred or be
continuing and Administrative Agent shall have received a certificate
executed by a Responsible Officer on behalf of Borrower, dated the Third
Amendment Effective Date stating that, after giving effect to this
Amendment, the representations and warranties set forth in Article VI of
the Agreement are true and correct as of the date of the certificate,
except to the extent such representations and warranties are expressly made
as of a specified date in which event such representations and warranties
shall be true and correct as of such specified date, that no Event of
Default or Unmatured Event of Default has occurred and is continuing, and
that the conditions of this Section 2 hereof have been fully satisfied or
waived (other than those conditions which require the satisfaction of the
Administrative Agent).
2.4 Fees. Borrower shall have paid to Administrative
Agent and the Lenders all costs, fees and expenses (including, without
limitation, reasonable legal fees and expenses) payable to Administrative
Agent and the Lenders to the extent then due, including, without
limitation, pursuant to Section 4 of this Amendment.
2.5 Corporate Proceedings. All corporate and legal
proceedings and all instruments and agreements in connection with the
execution and delivery of this Amendment shall be satisfactory in form and
substance to Administrative Agent and the Required Lenders and
Administrative Agent and all Lenders shall have received all information
and copies of all documents and papers, including records of corporate
proceedings, governmental approvals, good standing certificates and
bring-down telegrams or certificates, if any, which Administrative Agent or
such Lender reasonably may have requested in connection therewith, such
documents and papers where appropriate to be certified by proper corporate
or Governmental Authorities.
Each Lender and the Administrative Agent hereby agrees
that by its execution and delivery of its signature page hereto, such
Person approves of and consents to each of the matters set forth in Section
2 which must be approved by, or which must be satisfactory to, the Required
Lenders or such Person, as the case may be; provided that, in the case of
any agreement or document which must be approved by, or which must be
satisfactory to, the Required Lenders, Administrative Agent or Borrower
shall have delivered a copy of such agreement or document to such Person if
so requested on or prior to the Third Amendment Effective Date.
SECTION 3. References to and Effect on the Credit
Agreement. On and after the date hereof each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of
like import, and each reference to the Credit Agreement, as the case may
be, in the Loan Documents and all other documents (the "Ancillary
Documents") delivered in connection with the Credit Agreement shall mean
and be a reference to the Credit Agreement as amended hereby.
Except as specifically amended above, the Credit
Agreement, and the other Loan Documents and all other Ancillary Documents
shall remain in full force and effect and are hereby ratified and
confirmed.
The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lenders or Administrative Agent
under the Credit Agreement, the Loan Documents or the Ancillary Documents.
SECTION 4. Fees, Costs and Expenses. (a) Borrower agrees
to pay a fee to the Administrative Agent on or prior to the Third Amendment
Effective Date on behalf of each Lender which has executed and delivered
this Amendment on or prior to 5:00 p.m. E.S.T. on November 30, 2001 equal
to 0.25% times the sum of the aggregate outstanding Commitment of such
Lender as in effect under the Credit Agreement on the Third Amendment
Effective Date, such fee to be due and payable on the Third Amendment
Effective Date; and (b) Borrower also agrees to pay all reasonable costs
and expenses of the Administrative Agent in connection with the
negotiation, preparation, printing, typing, reproduction, execution and
delivery of this Amendment and all other documents furnished pursuant
hereto or in connection herewith, including without limitation, the
reasonable fees and out-of-pocket expenses of Winston & Strawn, special
counsel to Administrative Agent and any local counsel retained by
Administrative Agent relative thereto or the reasonable allocated costs of
staff counsel as well as the fees and out-of-pocket expenses of counsel,
independent public accountants and other outside experts retained by
Administrative Agent in connection with the administration of this
Amendment.
SECTION 5. Miscellaneous.
5.1 Execution in Counterparts. This Amendment may be
executed in counterparts, 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 instrument.
5.2 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
SAID STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their duly authorized
officers as of the day and year first above written.
[Executed by authorized officers of the Borrower, Holdings,
the Lenders and the Agents]
ANNEX A
Exhibit 2.5
FORM OF
NOTICE OF BORROWING(1)
Date: __________________
Bankers Trust Company,
as Administrative Agent
130 Liberty Street
New York, New York 10005
Dear Sir or Madam:
Reference is made to that certain Credit Agreement, dated
as of June 30, 1999, as amended by that certain First Amendment dated as of
December 21, 2000, that certain Second Amendment dated as of March 5, 2001
and that certain Third Amendment dated as of December __, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement") among Huntsman International LLC (f/k/a Huntsman ICI Chemicals
LLC), a Delaware limited liability company (the "Borrower"), Huntsman
International Holdings LLC (f/k/a Huntsman ICI Holdings LLC), a Delaware
limited liability company ("Holdings"), the financial institutions party
thereto, including Bankers Trust Company, in their capacities as lenders
thereunder (collectively, the "Lenders," and each individually, a
"Lender"), Bankers Trust Company, as Lead Arranger, Administrative Agent
("Administrative Agent") for the Lenders and Sole Book Manager, Goldman
Sachs Credit Partners L.P., as Syndication Agent and Co-Arranger and The
Chase Manhattan Bank and UBS Warburg LLC (as successor to Warburg Dillon
Read), as Co-Arrangers and as Co-Documentation Agents (collectively, the
"Agents" and each individually, an "Agent"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement. The undersigned hereby gives notice pursuant
to Section 2.5 of the Credit Agreement of its request for the Lenders to
make a Borrowing as follows.
1. Amount to be Borrowed _______________________
2. Borrowing Date(2) ________________________
3. Type of Loan or combination
thereof(3) ________________________
4. If Borrowing is to
include Eurocurrency
Loans indicate: Eurocurrency Loan
Amount: $_______________________
Initial Interest _________________________
The undersigned represents and warrants that the
borrowing requested hereby complies with the requirements of Section
2.1(e), if applicable, and Section 5.2 of the Credit Agreement.
The undersigned further represents and warrants that the
amount of Cash and Cash Equivalents held by the Borrower and its Restricted
Subsidiaries (or on behalf of the Borrower and its Restricted Subsidiaries)
as of the date of this Notice of Borrowing is, both before and after giving
effect to the Borrowing contemplated hereby, in compliance with Section 9.5
of the Credit Agreement with respect to maximum cash balances.
HUNTSMAN INTERNATIONAL LLC
By:____________________________
Name:__________________________
Title:___________________________
ANNEX B
SCHEDULE 1.1(d)
Explanation of Permitted Restructuring Charges*
Tioxide severance: $3 million
Polyurethane severance: $27 million
Polyurethane plant and sales office closure --(includes asset write-off and
decommission expenses): $10 million
*The amounts set forth above are estimates and are not intended to limit or
restrict the Borrower's ability to allocate Permitted Restructuring Charges
as between the above listed categories.
- -------------------
(1) Such irrevocable notice must be received by Agent (x) not later
than 12:00 p.m., New York City time, at least three Business Days
prior to the requested borrowing date, if all or any part of the
requested Revolving Loans are to be Eurocurrency Loans and (y) not
later than 12:00 p.m., New York City time, at least one Business
Day prior to the requested borrowing date, with respect to
Borrowings of Base Rate Loans; and (z) no later than 12:00 p.m.,
New York City time, on the Business Day of the requested borrowing
date, with respect to Swing Line Loans.
(2) Each Borrowing under the Revolving Commitments and Multicurrency
Revolving Commitments shall be not less than (x) in the case of
Base Rate Loans, Three Million Dollars ($3,000,000) and, if
greater, in integral multiples of One Million Dollars ($1,000,000)
(or, if less, the then Total Available Revolving Commitment); (y)
in the case of Eurocurrency Loans, Five Million Dollars
($5,000,000) and, if greater, in integral multiples of One Million
Dollars ($1,000,000) in excess thereof (or, if less, the then
Total Available Revolving Commitment or Total Available
Multicurrency Revolving Commitment, as the case may be); and (z)
in the case of Swing Line Loans, Five Hundred Thousand Dollars
($500,000) and in any amount greater than such amount (or, if
less, the then Total Available Revolving Commitment or Swing Line
Commitment).
(3) Specify whether Borrowing is to be Eurocurrency Loans, Base Rate
Loans or a combination thereof.