Debt and Credit Agreements

The major components of the Company's outstanding debt are as follows (in thousands):



	January 28, 2012			January 29, 2011
April 2011 Notes	$	—		$	500,000
October 2012 Notes	332,617			325,000
January 2014 Notes	1,525,003			1,500,000
Lines of credit	170,745			218,689
Capital lease obligations and other notes payable	9,815			13,701
	2,038,180			2,557,390
Fair value adjustments on hedged debt	—			44,373
Less: Current portion	(439,143		)	(587,356		)
Net long-term debt	$	1,599,037		$	2,014,407

Aggregate annual maturities of long-term debt and capital lease obligations are as follows (in thousands):



Fiscal Year:	Total
2012	$	439,143
2013	1,596,980
2014	620
2015	416
2016	316
Thereafter	705
	$	2,038,180

Future minimum lease payments under capital leases of $1.4 million are included in aggregate annual maturities shown above. Staples entered into no new capital lease obligations in 2011 or 2010.

Interest paid by Staples totaled $184.5 million, $210.9 million and $217.5 million for 2011, 2010 and 2009, respectively. There was no interest capitalized in 2011, 2010 or 2009.

April 2011 Notes: The Company repaid in full the $500 million, 7.75% notes (the "April 2011 Notes") on the maturity date, April 1, 2011. The Company originally entered into the April 2011 Notes on March 27, 2009.

October 2012 Notes: On September 30, 2002, Staples issued $325 million aggregate principal amount of notes due October 1, 2012, with a fixed interest rate of 7.375% payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2003. In January 2003, Staples entered into an interest rate swap agreement to turn the October 2012 Notes into variable rate obligations, and the swap agreement was subsequently terminated in September 2011 (see Note F). The Company's obligations under the October 2012 Notes are unconditionally guaranteed on an unsecured, unsubordinated basis by the Staples the Office Superstore, LLC, Staples the Office Superstore, East Inc., Staples Contract & Commercial, Inc. and Staples the Office Superstore Limited Partnership (collectively, the “Guarantor Subsidiaries”).

January 2014 Notes: On January 15, 2009, Staples issued $1.5 billion aggregate principal amount of notes due January 15, 2014, with a fixed interest rate of 9.75% payable semi-annually on January 15 and July 15 of each year commencing on July 15, 2009. From the sale of the January 2014 Notes, the Company received net proceeds, after the underwriting discount and estimated fees and expenses of $1.49 billion. In March 2010, Staples entered into an interest rate swap agreement to turn half of the January 2014 Notes into variable rate obligations, and the swap agreement was subsequently terminated in September 2011 (see Note F). The Company's obligations under the January 2014 Notes are unconditionally guaranteed on an unsecured, unsubordinated basis by the Guarantor Subsidiaries.

Revolving Credit Facility: On November 4, 2010, Staples entered into a new credit agreement (the "November 2014 Revolving Credit Facility") with Bank of America, N.A, as Administrative Agent and other lending institutions named therein. The November 2014 Revolving Credit Facility replaced the Amended and Restated Revolving Credit Agreement dated as of October 13, 2006, as amended, which provided for a maximum borrowing of $750 million and was due to expire in October 2011 (the "Prior Revolving Credit Facility"). As of January 28, 2012, no borrowings were outstanding under the November 2014 Revolving Credit Agreement, resulting in $1.0 billion of availability under this agreement.

The November 2014 Revolving Credit Facility provides for a maximum borrowing of $1.0 billion which, pursuant to an accordion feature, may be increased to $1.5 billion upon the request of the Company and the agreement of the lenders participating in the increase. Borrowings made pursuant to the November 2014 Revolving Credit Facility may be syndicated loans, swing line loans, multicurrency loans, or letters of credit, the combined sum of which may not exceed the maximum borrowing amount. Borrowings made pursuant to the November 2014 Revolving Credit Facility will bear interest at various interest rates, depending on the type of borrowing, plus a percentage spread based on Staples' credit rating and fixed charge coverage ratio. Under the November 2014 Revolving Credit Facility, Staples agree to pay a facility fee at rates that range from 0.15% to 0.35% per annum depending on its credit rating and fixed charge coverage ratio. Amounts borrowed under the November 2014 Revolving Credit Facility may be borrowed, repaid, and reborrowed from time to time until November 4, 2014.

The November 2014 Revolving Credit Facility is unsecured and ranks pari passu with Staples' public notes and other indebtedness and contains customary affirmative and negative covenants for credit facilities of this type. The November 2014 Revolving Credit Facility also contains financial covenants that require Staples to maintain a minimum fixed charge coverage ratio and a maximum adjusted funded debt to total capitalization ratio. The borrowings under the November 2014 Revolving Credit Facility are unconditionally guaranteed on an unsecured, unsubordinated basis by the Guarantor Subsidiaries.

Commercial Paper Program: The Company has a commercial paper program ("Commercial Paper Program") that allows the Company to issue up to $1.0 billion of unsecured commercial paper notes ("Notes") from time to time. The November 2014 Revolving Credit Facility serves as a backstop to the Commercial Paper Program. Under the Commercial Paper Program, the Company uses the proceeds from the Notes for general purposes, including working capital, capital expenditures, acquisitions and share repurchases. Maturities of the Notes vary but may not exceed 397 days from the date of issue. The Notes bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as agreed upon from time to time by the dealers under the Commercial Paper Program and the Company. The payments under the Commercial Paper Program are unconditionally guaranteed on an unsecured, unsubordinated basis by the Guarantor Subsidiaries. The Commercial Paper Program contains customary events of default with corresponding grace periods. On June 2, 2011, the Company resumed the issuance of Notes under the Commercial Paper Program. During 2011, the Company borrowed under its Commercial Paper Program to support its seasonal cash requirements and stock buyback programs. From June 2, 2011 through the end of commercial paper usage, the weighted average amount outstanding under the Commercial Paper Program was $150.0 million, with a weighted-average interest rate of 0.3%. At the end of 2011, there were no outstanding borrowings under the Commercial Paper Program. The maximum amount outstanding under the Commercial Paper Program during 2011 was $345.0 million.

Other Lines of Credit: The Company had $373.1 million in borrowing capacity under various other lines of credit as of January 28, 2012 with outstanding borrowings of $170.7 million, leaving $202.4 million of available credit at that date.

There were no instances of default during 2011 under any of the Company's debt agreements.

Deferred Financing Fees

In connection with the issuance of certain debt instruments, the Company incurred financing fees which are being amortized over the terms of the related debt instruments. Amortization of the financing fees is classified as interest expense. Deferred financing fees amortized to interest expense were $4.2 million, $6.3 million and $7.9 million for 2011, 2010 and 2009, respectively. At January 28, 2012, unamortized financing fees of $0.4 million were included in prepaid expenses and other current assets and unamortized fees of $7.5 million were included in other assets. At January 29, 2011, unamortized financing fees of $0.2 million were included in prepaid expenses and other current assets and unamortized fees of $11.9 million were included in other assets.