SHORT-TERM AND LONG-TERM DEBT

Short-Term Debt. Total short-term debt outstanding as of December 31, 2013, was $27.2 million ($84.5 million as of December 31, 2012) and consisted of long-term debt due within one year. Short-term debt as of December 31, 2012, included $60.0 million of long-term debt that matured in April 2013.

As of December 31, 2013, we had bank lines of credit aggregating $406.4 million ($406.4 million as of December 31, 2012), the majority of which expire in November 2018. We had $5.4 million outstanding in standby letters of credit under our lines of credit as of December 31, 2013 (none as of December 31, 2012).

On November 4, 2013, ALLETE entered into a $400.0 million credit agreement (Agreement) with JPMorgan Chase Bank, N.A. as Administrative Agent, and several other lenders that are parties thereto. The Agreement replaced our $250.0 million credit facility dated as of May 25, 2011, and our $150.0 million credit facility dated as of February 1, 2012, which were originally scheduled to expire on June 30, 2015, and January 31, 2014, respectively. The Agreement is unsecured and has a maturity date of November 2, 2018. At our request and subject to certain conditions, the Agreement may be increased by up to $150.0 million and we may make two requests, each for a one-year extension. Advances may be used for general corporate purposes, to provide liquidity in support of our commercial paper program and to issue up to $60.0 million in letters of credit.

Long-Term Debt. Total long-term debt outstanding as of December 31, 2013, was $1,083.0 million ($933.6 million as of December 31, 2012). The aggregate amount of long-term debt maturing during 2014 is $27.2 million ($143.0 million in 2015; $22.3 million in 2016; $51.8 million in 2017; $1.7 million in 2018; and $864.2 million thereafter). Substantially all of our electric plant is subject to the lien of the mortgage collateralizing outstanding first mortgage bonds. The mortgages contain non-financial covenants customary in utility mortgages, including restrictions on our ability to incur liens, dispose of assets, and merge with other entities.

On April 2, 2013, we issued $150.0 million of the Company’s First Mortgage Bonds (Bonds) in the private placement market in three series as follows:



Maturity Date	Principal Amount	Interest Rate
April 15, 2018	$50 Million	1.83%
October 15, 2028	$40 Million	3.30%
October 15, 2043	$60 Million	4.21%

We have the option to prepay all or a portion of the 1.83 percent Bonds at our discretion at any time, subject to a make-whole provision. We have the option to prepay all or a portion of the 3.30 percent Bonds at our discretion at any time prior to April 15, 2028, subject to a make-whole provision, and at any time on or after April 15, 2028, at par, including, in each case, accrued and unpaid interest. We also have the option to prepay all or a portion of the 4.21 percent Bonds at our discretion at any time prior to April 15, 2043, subject to a make-whole provision, and at any time on or after April 15, 2043, at par, including, in each case, accrued and unpaid interest. The Bonds are subject to additional terms and conditions of our utility mortgage. Proceeds from the sale of the Bonds were used to fund utility capital investments, repay debt, and/or for general corporate purposes. The Bonds were sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, to certain institutional accredited investors in a private placement.

NOTE 11. SHORT-TERM AND LONG-TERM DEBT (Continued)

On August 26, 2013, we amended our $75.0 million Term Loan with JPMorgan Chase Bank, N.A. (Term Loan). The Term Loan was amended to extend the maturity date an additional year to August 25, 2015, and to lower the interest rate to the one-month LIBOR plus 0.875 percent. There was no change to the original interest rate swap agreement which remains in effect through August 25, 2014, and effectively fixes the interest rate for the amended Term Loan at 1.70 percent through August 25, 2014. We also entered into a new interest swap agreement covering the final year of the amended Term Loan which effectively fixes the interest rate at 1.625 percent from August 26, 2014, through August 25, 2015. (See also Note 9. Derivatives.)

On December 10, 2013, we agreed to sell $215.0 million in 2014 of ALLETE First Mortgage Bonds (Bonds) in the private placement market in four series as follows:



Issue Date (on or about)	Maturity Date	Principal Amount	Interest Rate
March 4, 2014	March 15, 2024	$60 Million	3.69%
March 4, 2014	March 15, 2044	$40 Million	4.95%
June 26, 2014	July 15, 2022	$75 Million	3.40%
June 26, 2014	July 15, 2044	$40 Million	5.05%

The Company has the option to prepay all or a portion of the Bonds at its discretion, subject to a make-whole provision. The Bonds are subject to additional terms and conditions which are customary for these types of transactions. The Company intends to use the proceeds from the sale of the Bonds to refinance debt, fund utility capital expenditures or for general corporate purposes. The Bonds will be sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, to institutional accredited investors.

NOTE 11. SHORT-TERM AND LONG-TERM DEBT (Continued)



Long-Term Debt
As of December 31	2013		2012
Millions
First Mortgage Bonds
4.86% Series Due 2013	—			$60.0
6.94% Series Due 2014	$18.0		18.0
1.83% Series Due 2018	50.0		—
7.70% Series Due 2016	20.0		20.0
8.17% Series Due 2019	42.0		42.0
5.28% Series Due 2020	35.0		35.0
4.85% Series Due 2021	15.0		15.0
4.95% Pollution Control Series F Due 2022	111.0		111.0
6.02% Series Due 2023	75.0		75.0
4.90% Series Due 2025	30.0		30.0
5.10% Series Due 2025	30.0		30.0
3.20% Series Due 2026	75.0		75.0
5.99% Series Due 2027	60.0		60.0
3.30% Series Due 2028	40.0		—
5.69% Series Due 2036	50.0		50.0
6.00% Series Due 2040	35.0		35.0
5.82% Series Due 2040	45.0		45.0
4.08% Series Due 2042	85.0		85.0
4.21% Series Due 2043	60.0		—
SWL&P First Mortgage Bonds 7.25% Series Due 2013	—		10.0
SWL&P First Mortgage Bonds 4.15% Series Due 2028	15.0		—
Senior Unsecured Notes 5.99% Due 2017	50.0		50.0
Variable Demand Revenue Refunding Bonds Series 1997 A, B, and C Due 2013 – 2020	24.6		27.5
Industrial Development Variable Rate Demand Refunding Revenue Bonds Series 2006 Due 2025	27.8		27.8
Unsecured Term Loan Variable Rate Due 2015	75.0		75.0
Other Long-Term Debt, 0.15% – 7.50% Due 2014 – 2037	41.8		41.8
Total Long-Term Debt	1,110.2		1,018.1
Less: Due Within One Year	27.2		84.5
Net Long-Term Debt		$1,083.0		$933.6

Financial Covenants. Our long-term debt arrangements contain customary covenants. In addition, our lines of credit and letters of credit supporting certain long-term debt arrangements contain financial covenants. Our compliance with financial covenants is not dependent on debt ratings. The most restrictive covenant requires ALLETE to maintain a ratio of its Indebtedness to Total Capitalization (as the amounts are calculated in accordance with the respective long-term debt arrangements) of less than or equal to 0.65 to 1.00 measured quarterly. As of December 31, 2013, our ratio was 0.45 to 1.00. Failure to meet this covenant would give rise to an event of default if not cured after notice from the lender, in which event ALLETE may need to pursue alternative sources of funding. Some of ALLETE’s debt arrangements contain “cross-default” provisions that would result in an event of default if there is a failure under other financing arrangements to meet payment terms or to observe other covenants that would result in an acceleration of payments due. As of December 31, 2013, ALLETE was in compliance with its financial covenants.