exhibit_10-6.htm


    
      

    

    Exhibit
10.6

     

     

    EXECUTION VERSION

     

     

     

           ASSUMPTION AGREEMENT,
dated as of September 17,  2009, made by Cheniere Marketing, LLC
(formerly Cheniere Marketing, Inc.), a Delaware limited liability company, in
favor of The Bank of New York Mellon, (“BNY”) as
collateral agent (in such capacity, the “Collateral
Agent”) for (i) the banks and other financial institutions and entities
(the “Lenders”)
parties to the Credit Agreement referred to below, and (ii) the other Secured
Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter
defined)).  All capitalized terms not defined herein shall have the
meaning ascribed to them in such Credit Agreement.

    


    W I T N E
S S E T H:

    
       WHEREAS, Cheniere
Common Units Holding, LLC (the “Borrower”),
the affiliates of Borrower signatory thereto, the Lenders and BNY, as
administrative agent have entered into a Credit Agreement, dated as of August
15, 2008 (as amended, supplemented, replaced or otherwise modified from time to
time, the “Credit
Agreement”);

     

     

           WHEREAS, in
connection with the Credit Agreement, the Borrower and certain of its
affiliates, including Cheniere Marketing, Inc., have entered into the Guarantee
and Collateral Agreement, dated as of August 15, 2008 (as amended, supplemented
or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”) in favor of the Collateral Agent for the benefit
of the Secured Parties;

     

     

           WHEREAS, after
becoming a party to the Guarantee and Collateral Agreement, Cheniere Marketing,
Inc. changed its name to Cheniere Marketing, LLC; and

     

     

           WHEREAS, Cheniere
Marketing, LLC has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guarantee and Collateral Agreement;

     

     

           NOW, THEREFORE, IT IS
AGREED:

    


    1.           Guarantee and Collateral
Agreement.  By executing and delivering this Assumption
Agreement, Cheniere Marketing, LLC hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder.  Cheniere Marketing, LLC hereby represents and
warrants that each of the representations and warranties contained in Section 4
of the Guarantee and Collateral Agreement is true and correct on and as the date
hereof (after giving effect to this Assumption Agreement) as if made on and as
of such date.

    


    2.           GOVERNING
LAW.  THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

    
 

           IN WITNESS WHEREOF,
the undersigned has caused this Assumption Agreement to be duly executed and
delivered as of the date first above written.

    


     

    
      	
                                    CHENIERE MARKETING,
      LLC

               

            
	 
      	
              By:

            	
               /s/ GRAHAM A.
      MCARTHUR

            
	 
      	 	
               Name:
      Graham A. McArthur

            
	 
      	 	
               Title:
      Treasurer