CHENIERE ENERGY, INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.6

CHENIERE ENERGY, INC.

AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT

This Amendment is made and entered into effective as of                      , 2008, by and between Cheniere Energy, Inc. (the “ Company ”) and                                          (the “ Optionee ”).

WHEREAS , the Optionee was previously granted a stock option by the Company under the Cheniere Energy, Inc. Amended and Restated 1997 Stock Option Plan (the “ Plan ”) pursuant to the Nonqualified Stock Option Agreement dated                      , 200      (the “ Agreement ”), by and between the Company and the Optionee;

WHEREAS, the Company and the Optionee desire to amend the Agreement to extend the Option Period for an additional five (5) years as permitted by the Plan;

WHEREAS, Section 1.409A-1(b)(5)(v)(C) of the Final Section 409A Regulations permit the extension of the exercise period of an option where, at the time of the extension, the fair market value of the underlying stock is less than or equal to the exercise price;

WHEREAS, Section 6.6 of the Plan provides that the C