Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT

by and between

TRANSMONTAIGNE PARTNERS L.P.,

and

MSDW BONDBOOK VENTURES INC.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 27, 2005, by and
between TRANSMONTAIGNE PARTNERS L.P., a Delaware limited partnership ("TLP"), and MSDW BONDBOOK VENTURES INC. (the
"Purchaser").

This
Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Subordinated Unit Purchase Agreement, dated as of the date hereof,
by and between TLP and the Purchaser (the "Purchase Agreement"). TLP has agreed to provide the registration and other rights set forth in this Agreement
for the benefit of the Purchaser pursuant to the terms of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I.
DEFINITIONS

Section 1.01Definitions. Capitalized terms used herein without definition shall have the meanings given to
them in the Purchase Agreement. The terms set forth below are used herein as so defined:

"Affiliate" means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or under direct
or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, "controlling", "controlled by", and "under common control
with") means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise.

"Conversion Units" means the Common Units issuable upon conversion of the Purchased Units.

"Effectiveness Period" has the meaning specified therefor in Section 2.01(a) of this Agreement.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.

"Holder" means the Purchaser and any transferee or assignee of the Purchaser's rights under this Agreement pursuant to
Section 2.09.

"Included Registrable Securities" has the meaning specified therefor in Section 2.02(a) of this Agreement.

"Losses" has the meaning specified therefor in Section 2.07(a) of this Agreement.

"Managing Underwriter" means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

"Person" means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company,
unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

"Piggyback Registration" has the meaning specified therefor in Section 2.02(a) of this Agreement.

"Purchase Agreement" has the meaning specified therefor in the Recital of this Agreement.

"Purchaser" has the meaning specified therefor in the introductory paragraph of this Agreement.

"Registrable Securities" means the Conversion Units until such time as such securities cease to be Registrable Securities pursuant to
Section 1.02 hereof.

"Registration Expenses" has the meaning specified therefor in Section 2.06(a) of this Agreement.

"Registration Statement" has the meaning specified therefor in Section 2.01(a) of this Agreement.

"Selling Expenses" has the meaning specified therefor in Section 2.06(a) of this Agreement.

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"Selling Holder" means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

"Underwritten Offering" means an offering (including an offering pursuant to a Registration Statement) in which Common Units are sold to
an underwriter on a firm commitment basis for reoffering to the public or an offering that is a "bought deal" with one or more investment banks.

Section 1.02Registrable Securities. Any Registrable Security will cease to be a Registrable Security when (a) a
Registration Statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective
Registration Statement; (b) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities Act);
or (c) such Registrable Security is held by TLP or one of its Subsidiaries.

ARTICLE II.
REGISTRATION RIGHTS

Section 2.01Demand Registration.



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Section
2.02Piggyback Registration.



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Section 2.03 Underwritten Offering.



Section 2.04Registration Procedures. In connection with its obligations contained in Section 2.01, TLP will, as
expeditiously as possible:



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Each
Selling Holder, upon receipt of notice from TLP of the happening of any event of the kind described in subsection (e) of this Section 2.04, shall forthwith
discontinue disposition of the Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this
Section 2.04 or until it is advised in writing by TLP that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference
in the prospectus, and, if so directed by TLP, such Selling Holder will, or will request the Managing Underwriter or underwriters, if any, to deliver to TLP (at TLP's expense) all copies in their
possession or control, other than permanent file copies then in such Selling Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section 2.05 Cooperation by Holders. TLP shall have no obligation to include in a Registration Statement or Piggyback Registration
units of a Holder who has failed to timely furnish such information which, in the opinion of counsel to TLP, is reasonably required in order for the

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Registration
Statement or related prospectus or prospectus supplement to comply with the Securities Act.

Section 2.06Expenses.



Section 2.07Indemnification.



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Section 2.08Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Registrable Securities to the public without registration, TLP agrees to use its reasonable best efforts to:



Section 2.09Transfer or Assignment of Registration Rights. The rights to cause TLP to register Registrable Securities granted to
the Purchaser by TLP under this Article II may be transferred or assigned by the Purchaser to one or more transferee(s) or assignee(s) of such Registrable Securities, provided that
(a) TLP is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and identifying the securities with respect to which such
registration rights are being transferred or assigned, and (b) each such transferee assumes in writing responsibility for its portion of the obligations of the Purchaser under this Agreement.
TLP will notify as promptly as practicable any such transferee or assignee with respect to whom a notice address is provided of TLP's receipt of any request for registration pursuant to this
Agreement.

Section 2.10Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities subject to the
Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the 90 calendar day period beginning on the date of a prospectus or prospectus
supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that the duration of the foregoing restrictions shall be no longer than the duration of the
shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of TLP on whom a restriction is imposed.

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ARTICLE III.
MISCELLANEOUS

Section 3.01Communications. All notices and other communications provided for or permitted hereunder shall
be made in writing by facsimile, courier service or personal delivery:



All
such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt is acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by any other means.

Section 3.02Successor and Assigns. Subject to Section 2.09, this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.03Recapitalization, Exchanges, etc. Affecting the Common Units. The provisions of this Agreement shall apply to the full
extent set forth herein with respect to any and all units of TLP or any successor or assign of TLP (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in
exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement.

Section 3.04 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not
impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other
equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all
defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such
Person from pursuing any other rights and remedies at law or in equity which such Person may have.

Section 3.05 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same
Agreement.

Section 3.06Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.

Section 3.07 Governing Law. The laws of the State of New York shall govern this Agreement without regard to principles of conflict
of laws.

Section 3.08Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or
enforceability of such provision in any other jurisdiction.

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Section 3.09Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to the rights granted by TLP set forth herein. This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

Section 3.10Amendment. This Agreement may be amended only by means of a written amendment signed by TLP and the Holders of a
majority of the then outstanding Registrable Securities;provided, however,that no such amendment shall materially and adversely affect the rights of
any Holder hereunder without the consent of such Holder.

Section 3.11 No Presumption. In the event any claim is made by a party relating to any conflict, omission, or ambiguity in this
Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.12Tax Year. The Purchaser represents and warrants to TLP that its taxable year ends on November 30. The Purchaser
will promptly notify TLP of any change or proposed change to its taxable year.

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remainder of this page is intentionally left blank.]

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

| |  | TRANSMONTAIGNE PARTNERS L.P.
| |  | ----------------------------
| |  | By:                         
| |  | By:                         
| |  | Name:                       
| |  | Title:                      
| |  | MSDW BONDBOOK VENTURES INC. 
| |  | By:                         
| |  | Name:                       
| |  | Title:                      

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