Anadarko Guarantee of Anadarko Canada LNG Marketing, Corp.'s Obligations Under The Precedent Agreement

EXHIBIT 10.6

GUARANTEE

THIS GUARANTEE , dated as of the 29 th day of June, 2005, is made by Anadarko Petroleum Corporation, a Delaware corporation (the " Guarantor" ), in favor of Maritimes & Northeast Pipeline Limited Partnership, a New Brunswick limited partnership (the " Beneficiary" ).

PRELIMINARY STATEMENTS

WHEREAS , Anadarko Canada LNG Marketing, Corp., a Nova Scotia corporation (the " Customer" ), is a wholly-owned subsidiary of the Guarantor; and

WHEREAS , Beneficiary and Customer are parties to that certain Precedent Agreement dated as of even date herewith (the " Agreement" ) (the term " Agreement" shall include the Agreement and any successor agreement entered into by the Beneficiary and the Customer that supercedes and replaces the Agreement); and

WHEREAS , it is a condition to the Beneficiary entering into the Agreement that the Guarantor provide this Guarantee; and

WHEREAS , the Guarantor has agreed to execute and deliver this Guarantee with respect to the Customer' s payment obligations under the Agreement;

NOW THEREFORE , in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby covenants and agrees, from and after the execution and delivery of the Agreement, as follows:

1. Guarantee of Obligations . The Guarantor hereby irrevocably and unconditionally guarantees to the Beneficiary, as primary obligor and not as surety, the full and prompt payment by the Customer of all the Customer' s payment obligations under the Agreement, strictly in accordance with the terms thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due (such payment obligations, the " Obligations" ). The Guarantor further agrees to pay all out-of-pocket expenses (including, without limitation, reasonable expenses for legal services) actually paid or incurred by the Beneficiary in enforcing this Guarantee following any default by the Guarantor hereunder, whether the same shall be enforced by a suit or otherwise. Such guarantee is an absolute, unconditional, irrevocable, present and continuing guarantee of payment and not of collectability. 2. Notice and Payment . If for any reason any Obligation to be paid by the Customer shall not be paid strictly in accordance with the terms of the Agreement, the Guarantor shall, no later than five (5) Business Days following the Guarantor' s receipt of written notice by the Beneficiary of such non-payment, pay each such


Obligation then due and owing for which the Customer shall have received notice of non-payment at the place provided for in the Agreement, regardless of whether the Beneficiary or anyone on behalf of it shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Customer to compel any such payment or to collect all or any part of such amount pursuant to the provisions of the Agreement, or at law or in equity, or otherwise, and regardless of any other condition or contingency. 3. Waivers . The Guarantor hereby waives notice of: (i) the acceptance of this Guarantee; (ii) notice of any default of whatsoever kind or nature or demand in the case of such default (other than the notice set forth in the immediately preceding Section 2 hereof); and (iii) notice of transactions between the Beneficiary and the Customer under the Agreement. 4. Effect of Guarantee . The obligations, covenants, agreements and duties of the Guarantor hereunder shall remain in full force and effect and enforceable until the Obligations are finally, indefeasibly and unconditionally paid in full in accordance with the terms of the Agreement, and, to the maximum extent permitted by law, shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of the Guarantor: (i) the waiver, compromise, settlement, termination or other release of the performance or observance by the Customer of any or all of its agreements, covenants, terms or conditions contained in the Agreement; (ii) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Agreement, including, without limitation, any increase in the payment obligations thereunder, if such modification or amendment was made with the consent of the Customer and with any required prior written notice to the Guarantor pursuant to Section 6 hereof; (iii) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshaling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting the Customer or any of its assets or any allegation or contest of the validity of the Agreement in any such proceeding; (iv) any set-off, counterclaim, reduction, or diminution of any Obligation, or any defense of any kind or nature whatsoever (other than non-performance by the Beneficiary under the Agreement or payment by or on behalf of the Customer or the Guarantor), which the Guarantor or the Customer may have or assert against the Beneficiary; (v) the surrender or impairment of any security for the performance or observance of any of the Obligations; (vi) the failure or omission on the part of the Beneficiary to enforce, ascertain or exercise (or any delay in enforcing, ascertaining or exercising) any right, power or remedy under or pursuant to the terms of the Agreement; (vii) any other circumstance ...