Restrictions on a borrower’s ability to prepay secured debt obligations are a common feature of modern bond
indentures and credit agreements. Lenders frequently employ “no-call” provisions to prevent borrowers from refinancing
or retiring outstanding debt prior to maturity. Loan documents also may permit prepayment at the
borrower’s option, but conditioned on the payment of a “makewhole premium” (often referred to as a “prepayment
penalty”). Makewhole premiums, which are often expressed as a percentage of the outstanding principal
balance, are designed to compensate the lender for the loss of the remaining stream of interest payments it
would have received had the borrower continued to service the debt through the maturity date of the loan.
Loan documents generally do not provide for the payment of a makewhole premium during a no-call period,
because no-call provisions are flat prohibitions on prepayment and are generally enforced outside of bankruptcy.
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