10. RELATED PARTY TRANSACTIONS

Administrative and Workforce Related Services

We do not directly employ any of the individuals responsible for managing or operating our business, nor do we have any directors. Enbridge and its affiliates provide management and we obtain managerial, administrative, operational and workforce related services from our General Partner, Enbridge Management and affiliates of Enbridge pursuant to service agreements among our General Partner, Enbridge Management, affiliates of Enbridge, and us. Pursuant to these service agreements, we have agreed to reimburse our General Partner, Enbridge Management and affiliates of Enbridge Inc., or Enbridge, for the cost of managerial, administrative, operational and director services they provide to us. Where directly attributable, the cost of all compensation, benefits expenses and employer expenses for these employees are charged directly by Enbridge to the appropriate affiliate. Enbridge does not record any profit or margin for the administrative and operational services charged to us.

The affiliate amounts incurred by us for services received pursuant to the services agreements are reflected in “Operating and administrative — affiliate” on our consolidated statements of income.

Financing Transactions with Affiliates

EUS 364-day Credit Facility

On March 9, 2015, we entered into an unsecured revolving 364-day credit agreement, which we refer to as the EUS 364-day Credit Facility, with Enbridge (U.S.) Inc., or EUS. The EUS 364-day Credit Facility is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to, at any one time outstanding, $750 million, (1) on a revolving basis for a 364-day period and (2) for a 364-day term on a non-revolving basis following the expiration of the revolving period. Loans under the EUS 364-day Credit Facility accrue interest based, at our election, on either the Eurocurrency rate or a base rate, in each case, plus an applicable margin. The EUS 364-day Credit Facility terminates on March 7, 2016 and including the option to term the revolving loan for a period of 364-days following the termination date, the credit facility becomes non-revolving thus extending the term to March 6, 2017. There is no outstanding balance as of June 30, 2015 under the EUS 364-day Credit Facility.

The commitment under the EUS 364-day Credit Facility may be permanently reduced by EUS, from time to time, by up to an amount equal to the net cash proceeds to us from the sale by us of (1) debt or equity securities in a registered public offering, or (2) limited partnership interests in Midcoast Operating to MEP.

Distribution from MEP

The following table presents distributions paid by MEP to its Class A common unitholders and us during the six months ended June 30, 2015, representing the noncontrolling interest in MEP.

Distribution	Distribution	Amount Paid to		Amount Paid to the		Total MEP
Declaration Date	Payment Date	EEP		noncontrolling interest		Distribution
		(in millions)
April 29, 2015	May 15, 2015	$	8.6	$	7.4	$	16.0
January 28, 2015	February 13, 2015		8.5		7.3		15.8
		$	17.1	$	14.7	$	31.8

Distribution to Series AC Interests

On January 2, 2015, we completed a transaction, or the Drop Down, pursuant to which we acquired the remaining 66.7% interest in the U.S. segment of the Alberta Clipper Pipeline from our General Partner.

The following table presents the final ownership distribution for the fourth quarter of 2014 paid by the OLP to our General Partner and its affiliate on February 13, 2015, representing the noncontrolling interest in the Series AC, and to us, as the holders of the Series AC general and limited partner interests. The distributions were declared by the board of directors of Enbridge Management, acting on behalf of Enbridge Pipelines (Lakehead) L.L.C., the managing general partner of the OLP and the Series AC interests and pursuant to the OLP's partnership agreement, was distributed to Series AC partners of record as of the last day of the fourth quarter.

Distribution

Amount Paid to

Amount paid to the

Total Series AC

Declaration Date

Payment Date

Partnership

noncontrolling interest

Distribution

(in millions)

January 29, 2015

February 13, 2015

13.7

27.5

41.2

Joint Funding Arrangement for Eastern Access Projects

The OLP has a series of partnership interests, which we refer to as the EA interests. The EA interests were created to finance projects to increase access to refineries in the U.S. Upper Midwest and in Ontario, Canada for light crude oil produced in western Canada and the United States, which we refer to as the Eastern Access Projects. Our General Partner owns 75% of the EA interests, and the projects are jointly funded by our General Partner at 75% and us at 25%.

Our General Partner made equity contributions totaling $98.3 million and $360.8 million to the OLP during the six months ended June 30, 2015 and 2014, respectively, to fund its equity portion of the construction costs associated with the Eastern Access Projects.

Distribution to Series EA Interests

The following table presents distributions paid by the OLP to our General Partner and its affiliate during the six months ended June 30, 2015, representing the noncontrolling interest in the Series EA, and to us, as the holders of the Series EA general and limited partner interests. The distributions were declared by the board of directors of Enbridge Management, acting on behalf of Enbridge Pipelines (Lakehead), L.L.C., the managing general partner of the OLP and the Series EA interests.

On July 30, 2015, the partners amended and restated the limited partnership agreement of the OLP pursuant to which our General Partner will temporarily forego Series EA distributions. Please refer to Note 18. Subsequent Events of our consolidated financial statements.

Distribution	Distribution	Amount Paid to		Amount Paid to the		Total Series EA
Declaration Date	Payment Date	EEP		noncontrolling interest		Distribution
		(in millions)
April 30, 2015	May 15, 2015	$	17.5	$	52.3	$	69.8
January 29, 2015	February 13, 2015		22.3		67.0		89.3
		$	39.8	$	119.3	$	159.1

Joint Funding Arrangement for U.S. Mainline Expansion Projects

The OLP also has a series of partnership interests, which we refer to as the ME interests. The ME interests were created to finance projects to increase access to the markets of North Dakota and western Canada for light oil production on our Lakehead System between Neche, North Dakota and Superior, Wisconsin, which we refer to as our Mainline Expansion Projects. Our General Partner owns 75% of the ME interests, and the projects are jointly funded by our General Partner at 75% and us at 25%, under the Mainline Expansion Joint Funding Agreement, which is similar to the Eastern Access Joint Funding Agreement.

Our General Partner has made equity contributions totaling $360.7 million and $177.7 million to the OLP for the six months ended June 30, 2015, and 2014, respectively, to fund its equity portion of the construction costs associated with the Mainline Expansion Projects.

Distribution to Series ME Interests

The following table presents distributions paid by the OLP to our General Partner and its affiliate during the six months ended June 30, 2015, representing the noncontrolling interest in the Series ME, and to us, as the holders of the Series ME general and limited partner interests. The distributions were declared by the board of directors of Enbridge Management, acting on behalf of Enbridge Pipelines (Lakehead), L.L.C., the managing general partner of the OLP and the Series ME interests.

On July 30, 2015, the partners amended and restated the limited partnership agreement of the OLP pursuant to which our General Partner will temporarily forego Series ME distributions. Please refer to Note 18. Subsequent Events of our consolidated financial statements.

Distribution	Distribution	Amount Paid to		Amount Paid to the		Total Series ME
Declaration Date	Payment Date	EEP		noncontrolling interest		Distribution
		(in millions)
April 30, 2015	May 15, 2015	$	1.5	$	4.5	$	6.0
January 29, 2015	February 13, 2015		1.8		5.2		7.0
		$	3.3	$	9.7	$	13.0

Noncontrolling Interests

The following table presents the components of net income (loss) attributable to noncontrolling interests as presented on our consolidated statements of income:

	For the three months						For the six months
	ended June 30,						ended June 30,
	2015			2014			2015			2014
	(in millions)						(in millions)
Alberta Clipper Interests	$	—		$	11.6		$	(0.8	)	$	21.7
Eastern Access Interests		45.1			27.2			89.9			48.8
U.S. Mainline Expansion Interests		27.9			5.7			44.4			10.1
Midcoast Energy Partners, L.P.		(63.0	)		(2.1	)		(72.2	)		(1.9	)
Total	$	10.0		$	42.4		$	61.3		$	78.7

Sale of Accounts Receivable

We sold and derecognized receivables to a wholly-owned subsidiary of Enbridge for $917.8 million and $1,236.0 million for the three months ended June 30, 2015 and 2014, respectively, and $2,013.7 million and $2,532.7 million for the six months ended June 30, 2015 and 2014, respectively. We received cash proceeds of $917.5 million and $1,235.7 million for the three months ended June 30, 2015 and 2014, respectively and $2,013.1 million and $2,532.1 million for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, $340.5 million of the receivables were outstanding and had not been collected on behalf of the Enbridge subsidiary.

Consideration for the receivables sold is equivalent to the carrying value of the receivables less a discount for credit risk. The difference between the carrying value of the receivables sold and the cash proceeds received is recognized in “Operating and administrative — affiliate” expense in our consolidated statements of income. For the three and six months ended June 30, 2015 and 2014, the cost stemming from the discount on the receivables sold was not material.

As of June 30, 2015 and December 31, 2014, we had $6.9 million and $71.9 million, respectively, included in “Restricted cash” on our consolidated statements of financial position, consisting of cash collections related to the receivables sold that have yet to be remitted to the Enbridge subsidiary as of June 30, 2015.

Affiliate Revenues and Purchases

We purchase natural gas from third-parties, which subsequently generates operating revenues from sales to Enbridge and its affiliates. These transactions are entered into at the market price on the date of sale and are presented in “Commodity sales — affiliate” on our consolidated statements of income. We also record operating revenues in our Liquids segment for storage, transportation and terminaling services we provide to affiliates, which are presented in “Transportation and other services — affiliate” on our consolidated statements of income.

We also purchase natural gas from Enbridge and its affiliates for sale to third-parties at market prices on the date of purchase. Purchases of natural gas, NGLs, and crude oil from Enbridge and its affiliates are presented in “Commodity costs — affiliate” on our consolidated statements of income.

Related Party Transactions with Joint Ventures

We have a 35% aggregate indirect interest in the Texas Express NGL system, which is comprised of two joint ventures with third parties that together include a 593-mile NGL intrastate transportation pipeline and a related NGL gathering system. Our equity investment in the Texas Express NGL system at June 30, 2015 and December 31, 2014, was $376.2 million and $380.6 million, respectively, which is included on our consolidated statements of financial position in “Other assets, net.” We recognized equity income of $5.9 million and $2.3 million for the three months ended June 30, 2015 and 2014, respectively, and $11.6 million and $1.0 million for the six months ended June 30, 2015 and 2014, respectively, in “Other income” on our consolidated statements of income related to our investment in the system.

We incurred $4.6 million and $6.1 million for the three months ended June 30, 2015 and 2014, respectively, and $8.3 million and $11.4 million for the six months ended June 30, 2015 and 2014, respectively, of pipeline transportation and demand fees from Texas Express NGL system for our Natural Gas business. These expenses are included in “Commodity costs — affiliate” on our consolidated statements of income.

Our Natural Gas business has made commitments to transport up to 120,000 barrels per day, or Bpd, of NGLs on the Texas Express NGL system from 2015 to 2022. The current commitment level is 27,000 Bpd.