**Exhibit10.6**

**TRANSPORTATION SERVICE AGREEMENT**

**ContractIdentification FT5840**

This Transportation Service Agreement (Agreement) isentered into by Great Lakes Gas Transmission Limited Partnership (Transporter)and TRANSCANADA PIPELINES LIMITED(Shipper).

WHEREAS, Shipper has requested Transporter totransport Gas on its behalf and Transporter represents that it is willing totransport Gas under the terms and conditions of this Agreement.

NOW, THEREFORE, Transporter and Shipper agree that theterms below constitute the transportation service to be provided and the rightsand obligations of Shipper and Transporter.

**1.**                                      **CONTRACT DATE:** December 01, 2005

**2.**                                      **CONTRACT IDENTIFICATION:** FT5840

**3.**                                      **RATE SCHEDULE:**FT

**4.**                                      **SHIPPER TYPE:** Other

**5.**                                      **STATE/PROVINCE OF INCORPORATION:** Canada

**6.**                                      **TERM:**November 01, 2006 to October 31, 2011

Transporter andShipper agree that Shipper may extend the primary term of this Agreement byexercising a contractual Right of First Refusal, pursuant to the procedures setforth in section 16 of the General Terms and Conditions of Transporter’s FERCGas Tariff.

**7.**                                      **EFFECT ON PREVIOUS CONTRACTS:**

 

This Agreementsupersedes, cancels and terminates, as of the effective date stated above, thefollowing contract(s):  N/A

**8.**                                      **MAXIMUM DAILY QUANTITY (Dth/Day):**105,965

 

Pleasesee Appendix A for further detail.

**9.**                                      **RATES:**

 

Unless Shipper andTransporter have agreed to a Discounted Rate, pursuant to Section 19.2 of theGeneral Terms and Conditions, or to a Negotiated Rate, pursuant to Section 4.5of the Rate Schedule named above, rates shall be Transporter’s maximum ratesand charges plus all applicable surcharges in effect from time to time underthe applicable Rate Schedule (as stated above) on file with the Commissionunless otherwise agreed to by the parties in writing. Provisions governing aDiscounted Rate shall be set forth in this Paragraph 9. Provisions governing aNegotiated Rate shall be set forth on Appendix B hereto.

Shipper andTransporter agree that for service under this Agreement from the point(s) ofreceipt listed on Appendix A to the point(s) of delivery listed on Appendix A,the Reservation Fee to be charged shall be $9.520.

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**ContractIdentification FT5840**

**10.****                               POINTSOF RECEIPT AND DELIVERY:**

 

The primaryreceipt and delivery points are set forth on Appendix A.

**11.****                               RELEASEDCAPACITY:**

 

N/A

**12.****                               INCORPORATIONOF TARIFF INTO AGREEMENT:**

 

This Agreementshall incorporate and in all respects be subject to the “General Terms andConditions” and the applicable Rate Schedule (as stated above) set forth inTransporter’s FERC Gas Tariff, Second Revised Volume No. 1, as may be revisedfrom time to time.  Transporter may fileand seek Commission approval under Section 4 of the Natural Gas Act (NGA) atany time and from time to time to change any rates, charges or provisions setforth in the applicable Rate Schedule (as stated above) and the “General Termsand Conditions” in Transporter’s FERC Gas Tariff, Second Revised Volume No. 1,and Transporter shall have the right to place such changes in effect inaccordance with the NGA, and this Agreement shall be deemed to include suchchanges and any such changes which become effective by operation of law andCommission Order, without prejudice to Shipper’s right to protest the same.

**13.****                               MISCELLANEOUS:**

 

No waiver byeither party to this Agreement of any one or more defaults by the other inthe  performance of this Agreement shalloperate or be construed as a waiver of any continuing or future default(s),whether of a like or a different character.

Any controversybetween the parties arising under this Agreement and not resolved by theparties shall be determined in accordance with the laws of the State ofMichigan.

**14.****                               OTHERPROVISIONS:**

 

It is agreed thatno personal liability whatsoever shall attach to, be imposed on or otherwise beincurred by any Partner, agent, management official or employee of theTransporter or any director, officer or employee of any of the foregoing, forany obligation of the Transporter arising under this Agreement or for any claimbased on such obligation and that the sole recourse of Shipper under thisAgreement is limited to assets of the Transporter.

Upon terminationof this Agreement, Shipper’s and Transporter’s obligations to each otherarising under this Agreement, prior to the date of termination, remain ineffect and are not being terminated by any provision of this Agreement.

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| **15.**    | ** ** | **NOTICES AND COMMUNICATIONS:**                                                                                                                                                              |                                |                               |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                   |                                |                               |
|       |       | All notices and communications with respect to this  Agreement shall be in writing and sent to the addresses stated below or at  any other such address(es) as may be designated in writing: |
|       |       |                                                                                                                                                                                         |                                |                               |
|       | ** ** | **ADMINISTRATIVE MATTERS**                                                                                                                                                                   |                                |                               |
|       |       | Great Lakes Gas  Transmission Limited                                                                                                                                                        |                                | TRANSCANADA PIPELINES LIMITED      |
|       |       | Partnership                                                                                                                                                                                  |                                | 450 - 1st Street S.W.              |
|       |       | 5250 Corporate  Drive                                                                                                                                                                        |                                | Calgary, AB T2P 5H1                |
|       |       | Troy, MI 48098                                                                                                                                                                               |                                | Canada                             |
|       |       | Attn:  Transportation Services                                                                                                                                                               |                                | Attn: Ches Maciorowski             |
|       |       |                                                                                                                                                                                         |                                |                               |
|       | ** ** | ** **                                                                                                                                                                                   |                                |                               |
|       |       | **PAYMENT  BY ELECTRONIC TRANSFER**                                                                                                                                                          |                                |                               |
|       |       | Great Lakes Gas  Transmission Limited                                                                                                                                                        |                                | TRANSCANADA PIPELINES LIMITED      |
|       |       | Partnership                                                                                                                                                                                  |                                | Attn: Adrea Morrical               |
|       |       | JPMorgan Chase  Bank, Detroit, MI                                                                                                                                                            |                                |                               |
|       |       | ABA  No:      072000326                                                                                                                                        |                                |                               |
|       |       | Account No: 07308-43                                                                                                                                                                    |                                |                               |
|       |       | ** **                                                                                                                                                                                   |                                |                               |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       | **AGREED  TO BY:**                                                                                                                                                                           |                                |                               |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       | **GREAT  LAKES GAS TRANSMISSION**                                                                                                                                                            |                                | ** **                         |
|       |       | **LIMITED  PARTNERSHIP**                                                                                                                                                                     |                                |                               |
|       |       | **By:  Great Lakes Gas Transmission Company**                                                                                                                                                |                                | **TRANSCANADA  PIPELINES LIMITED** |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       | Operator and  Agent for Great Lakes Gas                                                                                                                                                      |                                |                               |
|       |       | Transmission  Limited Partnership                                                                                                                                                            |                                |                               |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       | By:                                                                                                                                                                                          | /s/ Martin Wilde                    |                               |   |   |
|       |       | Martin Wilde                                                                                                                                                                                 |                                | By:                                | /s/ Craig Frew |   |
|       |       | Title:                                                                                                                                                                                       | Director,  Marketing & Business |                               |   | Signature |   |
|       |       |                                                                                                                                                                                         | Operations                          |                               |   |
|       |       |                                                                                                                                                                                         |                                |                               | Craig Frew |   |
|       |       |                                                                                                                                                                                         |                                |                               | Please Print |   |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       |                                                                                                                                                                                         |                                | Title:                             | Vice President  Gas Transmission East TransCanada |   |
|       |       |                                                                                                                                                                                         |                                |                               | Please Print |   |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       |                                                                                                                                                                                         |                                | By:                                | /s/ Max Feldman |   |
|       |       |                                                                                                                                                                                         |                                | Signature                          |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       |                                                                                                                                                                                         |                                |                               | Max Feldman |   |
|       |       |                                                                                                                                                                                         |                                | Please Print                       |
|       |       |                                                                                                                                                                                         |                                |                               |
|       |       |                                                                                                                                                                                         |                                | Title:                             | Vice-President  Gas Transmission West |   |
|       |       |                                                                                                                                                                                         |                                | Please Print                       |
|            |            |                                                                                                                                                                                              |                                     |                                    |  |  |  |  |  |  |

 

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**APPENDIX AContract Identification FT5840**

Date:  December 01, 2005

SupersedesAppendix Dated: Not Applicable

Shipper: TRANSCANADA PIPELINES LIMITED

Maximum Daily Quantity(Dth/Day) per Location:
| **Begin Date** | ** ** | **End Date** | ** ** | **Point(s) of Primary Receipt** | ** ** | **Point(s) of Primary Delivery** | ** ** | **MDQ** | ** ** | **(MAOP)** | ** ** |
|---------------------|------------|-------------------|------------|------------------------------------------------|------------|-------------------------------------------------|------------|---------|------------|------------|------------|
| 11/01/2006          |       | 10/31/2011        |       | EMERSON                                        |       |                                            |       | 105,965 |       | 974        |       |
|                |       |              |       |                                           |       |                                            |       |    |       |       |       |
| 11/01/2006          |       | 10/31/2011        |       |                                           |       | ST. CLAIR                                       |       | 105,965 |       | 974        |       |

 

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