TAX SHARING AGREEMENT Among and Between Cheniere Energy, Inc. AND Sabine Pass LNG, L.P.

Exhibit 10.9

Execution Copy

TAX SHARING AGREEMENT

Among and Between

Cheniere Energy, Inc.

AND

Sabine Pass LNG, L.P.

Dated as of November 9, 2006

TAX SHARING AGREEMENT

This Tax Sharing Agreement (the “ TSA ”) entered into as of the 9 ^th day of November, 2006, to be effective as set forth in Section 6.1 of this TSA, between Cheniere Energy Inc. (“ Cheniere ”) a Delaware corporation with its principal office at 717 Texas Avenue, Suite 3100, Houston Texas 77002, and Sabine Pass LNG, L.P., a Delaware limited partnership and its direct and indirect subsidiaries (Sabine Pass LNG, L.P., together with its subsidiaries, the “ Partnership ”), which may be collectively referred to hereinafter as the “ Parties ” and individually as a “ Party .”

PREAMBLE

WHEREAS, the revised franchise tax imposed by the State of Texas under Chapter 171 of the Texas Tax Code (“Franchise Tax”), generally effective for returns due on or after January 1, 2008, requires taxable entities that are part of an affiliated group engaged in a unitary business to report as a combined group;

WHEREAS, Cheniere owns a controlling interest in the Partnership within the meaning of Texas Tax Code §171.0001(8) and expects to file Combined Returns for the combined group that includes Cheniere and the Partnership; and

WHEREAS, the Parties believe that the apportionment and allocation of the Franchise Tax between Cheniere and the Partnership is desirable.

NOW, THEREFORE, the Parties to this TSA, for good and valuable consideration, agree as follows:

ARTICLE I

DEFINITIONS

In addition to any defined terms which may have their meanings ascribed to them elsewhere in this TSA, the following defined terms shall have the following meanings:

“ Combined Return ” means a Franchise Tax return which reflects combined reporting that includes each of Cheniere’s and the Partnership’s reportable separate company Taxable Margin that is required to be apportioned among and between multiple taxing jurisdictions.

“ Combined Return Year ” means, with respect to the Franchise Tax, a period for which Cheniere and the Partnership are required to file a Combined Return.

“ Combined Tax Liability ” means, for any Combined Return Year, the Franchise Tax liability computed in accordance with Chapter 171 of the Texas Tax Code and shown on Cheniere’s Combined Return, taking into account all credits to which Cheniere is entitled under the Franchise Tax.

“ Indenture ” means the Indenture dated as of November 9, 2006 among the Partnership, the Guarantors (as defined therein) and The Bank of New York, as trustee.

“ IRS ” means the Internal Revenue Service.

“ Other Unitary Taxes ” means a combined, consolidated or unitary state or local tax other than the Franchise Tax based upon or measured by net income, gross margins, gross receipts, or other similar tax attributes on an apportioned basis.

“ Other Unitary Return ” means a tax return which reflects combined, consolidated or unitary reporting of Cheniere and the Partnership in respect of Other Unitary Taxes.

“ Pro Forma Separate Company Tax Liability ” means, for any tax year, the Partnership’s separate company Franchise Tax liability computed by the Partnership in accordance with Chapter 171 of the Texas Tax Code prepared on a stand-alone basis that includes only the reportable Taxable Margin of the Partnership, without regard to any temporary credits provided by Texas Tax Code §171.111. In arriving at its Pro Forma Separate Company Tax Liability, the Partnership shall be bound by any tax elections and shall adopt the same tax accounting methods that are elected and adopted by Cheniere in the determination of the Combined Tax Liability for such period.

“ Separate Return Year ” means, with respect to the Franchise Tax, a year which is not a Combined Return Year.

“ Taxable Margin ” has the meaning set forth in Section 171.101 of the Texas Tax Code.

“ Taxing Authority ” means, with respect to the Franchise Tax, the Texas Comptroller of Public Accounts or, with respect to any Other Unitary Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Other Unitary Tax, and the agency, commission or authority charged with the assessment, determination or collection of such Other Unitary Tax for such entity or subdivision.

ARTICLE II

FILING OF COMBINED RETURNS

2.1 Filing of Combined Returns and Payment of Tax .

(a) Cheniere shall prepare and timely file all required Combined Returns and such applications for extension of time to file such Combined Returns and shall timely pay the Combined Tax Liability. The Partnership agrees to furnish to Cheniere all information as Cheniere may from time to time reasonably request that is necessary to allow Cheniere to timely file all required Combined Returns. The Partnership agrees to execute all election forms and other documents which may be necessary or appropriate to evidence such elections or otherwise as Cheniere may from time to time reasonably request.

2

(b) Cheniere shall be authorized to and shall undertake the following actions in connection with a Combined Return, including, without limitation:

(c) Cheniere shall determine the tax consequences to the Partnership of any audits, administrative or judicial proceedi