Your E6600 will be more than enough for those purposes.
Keep the CPU, get a passive cooler, and a motherboard with onboard graphics like the Zotac 9300 ITX board, which handles hardware decoding of Blu-ray H.264 just fine, especially with that chip. This will also do sound over HDMI, but if you don't have an AV receiver and don't want to use your TV's crappy speakers for sound, you would probably run the video straight to your TV via HDMI and the sound via optical from the motherboard (or your X-Fi, if your case ends up fitting full size expansion cards) to your Marantz amp.
Which Marantz have you got? If it is an AV receiver, you can just run the sound and the video via one HDMI cable, then pass the video through to your TV. If you wanted to bit stream True HD or DTS-MA over HDMI from your HTPC to your amp (if your amp supports it), then a 5xxx or above ATI card would be ideal. Again you could get a passive one to save on noise levels.
Case-wise, you don't need a discrete GPU unless bit streaming HD audio is amust for you, so I would personally favour the flatter ITX cases that look like set top boxes, as imo they fit in better with other hardware in a 'modern living room'. Many set top box-style cases also house low profile GPUs anyway.
If the case fans turn out to be too loud for your tastes, you can upgrade them to low rpm Noctuas or something.