June 26, 2002

June 26, 2002

Exhibit 10.6

First Reserve Fund VI, Limited Partnership (“Fund VI”)

First Reserve Fund VII, Limited Partnership (“Fund VII”)

First Reserve Fund VIII, L.P. (“Fund VIII”)

c/o First Reserve Corporation

0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxxx, XX 00000

Re: Amendment to Agreement to Elect Directors dated as of April 17, 1996 (the “Agreement”)

Dear Xxx:

This letter will amend the above-referenced Agreement to include Fund VII and Fund VIII as “First Reserve Investors” as defined in the Agreement. All other terms of the Agreement shall remain unchanged and in full force and effect except that Section 2.7 shall be amended and restated as set forth below:

Section 2.7. Term. This Agreement shall terminate and no longer be binding on the parties hereto at such time as the First Reserve Investors beneficially own (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) less than 10% of the Common Stock.

To acknowledge your agreement to this amendment, please sign below on behalf of Fund VI, Fund VII and Fund VIII.

Sincerely

TRANSMONTAIGNE INC.

/s/    XXXXXX X. XXXXX, XX.        

Executive Vice President, Chief Financial Officer and Treasurer

First Reserve Fund VI, Limited Partnership (“Fund VI”)

First Reserve Fund VII, Limited Partnership (“Fund VII”)

First Reserve Fund VIII, L.P. (“Fund VIII”)

June 26, 2002

Page 2

Acknowledged this 26th day of June, 2002

FIRST RESERVE FUND VI, LIMITED PARTNERSHIP
By:		First Reserve Corporation, its General Partner
		By:		/s/  XXXXXX X. XXXXXXX Managing Director
FIRST RESERVE FUND VII, LIMITED PARTNERSHIP
By:		First Reserve GP VII, L.P., its General Partner
		By:		First Reserve Corporation, its General Partner
		By:		XXXXXX X. XXXXXXX Managing Director
FIRST RESERVE FUND VIII, L.P.
By:		First Reserve GP VIII, L.P., its General Partner
		By:		First Reserve Corporation, its General Partner
		By:		XXXXXX X. XXXXXXX Managing Director