15. Debt

Debt consists of the following (in thousands):


	June 30, 2013		December 31, 2012
Term loan (unpaid principal balance of $1,677,864 and $691,250 at June 30, 2013 and December 31, 2012, respectively)	$	1,660,993	$	679,598
4.5% Convertible senior subordinated notes (unpaid principal balance of $290,000 at June 30, 2013 and December 31, 2012)		211,385		207,135
Master repurchase agreements		1,749,561		255,385
Other		3,176		4,131

Total debt	$	3,625,115	$	1,146,249

Term Loan

On January 31, 2013, the Company entered into Amendment No. 1, Incremental Amendment and Joinder Agreement, or the Incremental Amendment, to its Term Loan. The Incremental Amendment, among other things, increased certain financial ratios that govern the Company’s ability to incur additional indebtedness and provided for a secured term loan, or the Incremental Loan, in an amount of $825.0 million, which was borrowed in its entirety on January 31, 2013. In conjunction with this incremental borrowing, the Company recorded $4.7 million in general and administrative expenses and $5.3 million in deferred debt issuance costs during the six months ended June 30, 2013.

On March 14, 2013, the Company entered into Amendment No. 2, or the Credit Agreement Amendment, to its Term Loan. The Credit Agreement Amendment changes certain financial definitions in the Term Loan to clarify that net cash receipts in connection with the issuance of reverse mortgage securities and the servicing of reverse mortgages count towards pro forma adjusted earnings before interest, taxes, depreciation and amortization, or Pro Forma Adjusted EBITDA, and excess cash flow for purposes of the Term Loan.

On June 6, 2013, the Company entered into Amendment No. 3, Incremental Amendment and Joinder Agreement, or the Second Incremental Amendment, to its Term Loan. The Second Incremental Amendment, among other things, provides for a secured term loan, or the Second Incremental Loan, in the amount of $200.0 million, which was borrowed in its entirety on June 6, 2013. All material terms of the loans under the Second Incremental Loan are consistent with the terms of the existing Term Loan.

Master Repurchase Agreements

During 2012 and 2013, the Company entered into several master repurchase agreements, primarily in conjunction with its acquisitions, which are used to fund the origination of mortgage loans. The facilities have an aggregate capacity amount of $2.4 billion at June 30, 2013 and are secured by certain residential loans. The interest rates on the facilities are primarily based on London InterBank Offered Rates, or LIBOR, plus between 2.25% and 3.50%, in some cases are subject to a LIBOR floor or other minimum rates and have various expiration dates through May 2014. The facilities are secured by $1.8 billion in residential loans at June 30, 2013.

All of the Company’s master repurchase agreements contain customary events of default and covenants, the most significant of which are financial covenants. Financial covenants that are most sensitive to the operating results and resulting financial position are minimum tangible net worth requirements, indebtedness to tangible net worth ratio requirements, and minimum liquidity and profitability requirements. At June 30, 2013, RMS would not have been in compliance with a certain financial covenant contained in its master repurchase agreements due to RMS’ recognition of a net loss during the three months ended June 30, 2013. As a result, RMS obtained waivers from each respective counterparty by either waiving the requirement to comply with this financial covenant or decreasing the profitability requirement to allow for a net loss.