Exhibit 10.6

SUBORDINATED UNIT  PURCHASE AGREEMENT

by and between

TRANSMONTAIGNE PARTNERS L.P.,

and

MSDW BONDBOOK VENTURES INC.

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SUBORDINATED UNIT PURCHASE AGREEMENT

SUBORDINATED UNIT PURCHASE AGREEMENT, dated as of May 24, 2005 (this "Agreement"), by and between
TRANSMONTAIGNE PARTNERS L.P. ("TLP") and MSDW Bondbook Ventures Inc., (the "Purchaser").

In
consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as
follows:

ARTICLE I.
DEFINITIONS

Section 1.01Definitions. As used in this Agreement, and unless the context requires a different meaning,
the following terms have the meanings indicated:

"Closing" shall have the meaning specified in Section 2.03.

"Closing Date" shall have the meaning specified in Section 2.03.

"Commission" means the United States Securities and Exchange Commission.

"Common Units" has the meaning specified in the Partnership Agreement.

"Delaware LLC Act" has the meaning specified in Section 3.02(b).

"Delaware LP Act" has the meaning specified in Section 3.02(a).

"Governmental Authority" means, with respect to a particular Person, the country, state, county, city and political subdivisions in which
such Person or such Person's Property is located or which exercises valid jurisdiction over any such Person or such Person's Property, and any court, agency, department, commission, board, bureau or
instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person's Property. Unless otherwise specified, all references to Governmental
Authority herein with respect to TLP means a Governmental Authority having jurisdiction over TLP, its Subsidiaries or any of their respective Properties.

"Indemnified Party" shall have the meaning specified in Section 5.02(c).

"Indemnifying Party" shall have the meaning specified in Section 5.02(c).

"Law" means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or
regulation.

"Lien" means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property,
whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest
arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a
Person shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which
title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

"Offering" means the initial public offering of Common Units contemplated by the Registration Statement.

"Partnership Agreement" means the First Amended and Restated Agreement of Limited Partnership of TLP, attached as Appendix A to the
Registration Statement, as the same may be amended, restated or supplemented from time to time.

"Permits" means, with respect to TLP or any of its Subsidiaries, any licenses, permits, variances, consents, authorizations, waivers,
grants, franchises, concessions, exemptions, orders, registrations and

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approvals
of Governmental Authorities or other Persons necessary for the ownership, leasing, operation, occupancy and use of its Properties and the conduct of its businesses as currently conducted.

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

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

"Purchase Price" has the meaning specified in Section 2.02.

"Purchased Units" means 450,000 Subordinated Units to be issued and sold to the Purchaser pursuant to this Agreement.

"Purchaser" has the meaning specified in the introductory paragraph.

"Purchaser Related Parties" has the meaning specified in Section 5.02(a).

"Registration Rights Agreement" means the Registration Rights Agreement, to be entered into at the Closing, by and between TLP and the
Purchaser in the form attached hereto asExhibit A.

"Registration Statement" means the registration statement on Form S-1 (Registration No. 333-123219)
relating to the initial public offering of Common Units, as amended when it became or becomes effective or pursuant to a post-effective amendment, including any information contained in a
prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed to be part of the Registration Statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act, and also including any registration statement filed pursuant to Rule 462(b) under the Securities Act.

"Representatives" of any Person means the officers, directors, employees, agents, counsel, investment bankers and other representatives of
such Person.

"Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission
promulgated thereunder.

"Subordinated Units" has the meaning specified in the Partnership Agreement.

"Subsidiary" means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled
(without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination,
by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at
the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of
the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or
(c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of
determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

"TLP" means TransMontaigne Partners L.P., a Delaware limited partnership.

"TLP Entities" means TLP, TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C., TransMontaigne Operating Company L.P., Coastal
Terminals L.L.C., TPSI Terminals L.L.C., and Razorback L.L.C.

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"TLP Material Adverse Effect" has the meaning specified in Section 3.01.

"TLP Related Parties" has the meaning specified in Section 5.02(b).

"Transaction Documents" means, collectively, this Agreement, the Registration Rights Agreement and any and all other agreements or
instruments executed and delivered to the Purchaser by TLP or any Subsidiary of TLP hereunder or thereunder.

ARTICLE II.
AGREEMENT TO SELL AND PURCHASE

Section 2.01Authorization of Sale of Purchased Units. TLP has authorized the issuance and sale to the
Purchaser of the Purchased Units. The Purchased Units shall have those rights, preferences, privileges and restrictions governing Subordinated Units reflected in the Partnership Agreement.

Section 2.02Sale and Purchase. Contemporaneously with the consummation of the Offering and subject to the terms and conditions
hereof, at the Closing TLP hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from TLP, the Purchased Units, and the Purchaser agrees to pay TLP in cash an
amount per Purchased Unit equal to 82.5% of the initial public offering price of each Common Unit to be sold in the Offering (such aggregate amount, the "Purchase
Price").

Section 2.03 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units
hereunder (the "Closing") shall take place contemporaneously with the consummation of the Offering (such date, the "Closing
Date"), at the offices of Baker Botts L.L.P., 910 Louisiana Street, Houston, Texas 77002.

Section 2.04Conditions to the Closing.

The
respective obligation of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the
following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):



Section 2.05Deliveries. At the Closing, subject to the terms and conditions hereof:



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Section 2.06 Lock-Up. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, the
Purchaser agrees not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any of
the Purchased Units, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Purchased Units,
whether any such transaction is to be settled by delivery of Common Units or Purchased Units, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified
in clause (i) or (ii), in any case prior to the date which is 180 days after the Closing Date. TLP shall not waive the provisions of this Section 2.06 without the prior
consent of UBS Securities LLC.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES RELATED TO TLP

TLP represents and warrants to the Purchaser as follows:

Section 3.01Existence. Each of the TLP Entities has been duly formed and is validly existing as a limited partnership or limited
liability company, as the case may be, in good standing under the laws of the State of Delaware, and is, or at the Closing Date will be, duly registered or qualified to do business and is in good
standing as a foreign limited partnership or limited liability company, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires
such registration or qualification, except where the failure to be so registered or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the business, properties, financial condition, results of operation or prospects of the TLP Entities taken as a whole (a "TLP Material Adverse
Effect"). Each of the TLP Entities has all limited partnership or limited liability company, as the case may be, power and authority necessary to own or lease its properties
currently owned or leased or to be owned or leased at the Closing, in each case in all material respects as described in the Registration Statement. None of the TLP Entities is in default in the
performance, observance or fulfillment of any provision of, in the case of TLP, the Partnership Agreement or its Certificate of Limited Partnership or, in the case of any other TLP Entity, its
respective organizational documents.

Section 3.02Capitalization and Valid Issuance of Purchased Units.



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Section 3.03No Breach. The execution, delivery and performance by TLP of this Agreement, the Registration Rights Agreement and all
other agreements and instruments to be executed and delivered by TLP pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement
or any such other agreements and instruments, and compliance by TLP with the terms and provisions hereof and thereof and the issuance and sale by TLP of the Purchased Units, do not and will not
(a) violate any provision of any Law or Permit having applicability to TLP or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of
any provision of the Certificate of Limited Partnership or other organizational documents of TLP, or the Partnership Agreement, or any organizational documents of any of TLP's Subsidiaries,
(c) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right
of termination, cancellation or acceleration) under any contract, agreement, instrument, obligation, note, bond, mortgage, license, loan or credit agreement to which TLP or any of its Subsidiaries is
a party or by which TLP or any of its Subsidiaries or any of their respective Properties may be bound, or (d) result in or require the creation or imposition of any Lien upon or with respect to
any of the Properties now owned or hereafter acquired by TLP or any of its Subsidiaries; with the exception of the conflicts stated in clause (b) of this Section 3.03, except where such
conflict, violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to

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the
foregoing provisions of this Section 3.03 would not, individually or in the aggregate, reasonably be expected to have a TLP Material Adverse Effect.

Section 3.04Authority. TLP has all necessary power and authority to execute, deliver and perform its obligations under the
Transaction Documents; and the execution, delivery and performance by TLP of the Transaction Documents have been duly authorized by all necessary action on its part; and the Transaction Documents
constitute the legal, valid and binding obligations of TLP, enforceable in accordance with their terms, provided, that the enforceability thereof may be limited by (i) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and (ii) public policy, applicable laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Section 3.05 Approvals. No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any
filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by TLP of any of the
Transaction Documents, except (i) for the approvals required by the Commission and under state securities or "blue sky" laws in connection with TLP's obligations under the Registration Rights
Agreement, (ii) for such consents that have been, or prior to the Closing Date will be, obtained, and (iii) for such consents that, if not obtained, would not, individually or in the
aggregate, reasonably be expected to have a TLP Material Adverse Effect.

Section 3.06 Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser contained in this
Agreement, the sale and issuance of the Purchased Units to the Purchaser pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and
neither TLP nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemptions.

Section 3.07Certain Fees. No fees or commissions will be payable by TLP to brokers, finders, or investment bankers with respect to
the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to TLP:

Section 4.01Investment. The Purchased Units are being acquired for its own account, not as a nominee or agent, and with no
intention of distributing the Purchased Units or any part thereof, and the Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any
transaction in violation of the securities laws of the United States of America or any State, without prejudice, however, to the Purchaser's right at all times to sell or otherwise dispose of all or
any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder. If the
Purchaser should in the future decide to dispose of any of the Purchased Units, the Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities Act
and applicable state securities law, as then in effect, or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (b) that
stop-transfer instructions to that effect will be in effect with respect to such securities.

Section 4.02Nature of Purchaser. The Purchaser represents and warrants to, and covenants and agrees with, TLP that, (a) it
is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act and (b) by reason
of its business and financial experience it has such knowledge, sophistication and

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experience
in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is
able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

Section 4.03Receipt of Information; Authorization. The Purchaser acknowledges that it (a) has had access to and has
reviewed the Registration Statement, and (b) has been provided a reasonable opportunity to
ask questions of and receive answers from Representatives of TLP regarding matters concerning the business of TLP and its operations and financial condition.

Section 4.04Authority. The Purchaser has all necessary power and authority to execute, deliver and perform its obligations under
the Transaction Documents; and the execution, delivery and performance by the Purchaser of the Transaction Documents have been duly authorized by all necessary action on its part; and the Transaction
Documents constitute the legal, valid and binding obligations of the Purchaser, enforceable in accordance with their terms, provided, that the enforceability thereof may be limited by
(i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law); and (ii) public policy, applicable laws relating to fiduciary duties and indemnification and an implied
covenant of good faith and fair dealing.

Section 4.05No Breach. The execution, delivery and performance by the Purchaser of this Agreement, the Registration Rights
Agreement and all other agreements and instruments to be executed and delivered by the Purchaser pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement, the
Registration Rights Agreement or any such other agreements and instruments, and compliance by the Purchaser with the terms and provisions hereof and thereof and the purchase by the Purchaser of the
Purchased Units, do not and will not (a) violate any provision of any Law or Permit having applicability to the Purchaser or any of its Subsidiaries or any of their respective Properties,
(b) conflict with or result in a violation of any provision of the organizational documents of the Purchaser, (c) require any consent, approval or notice under or result in a violation
or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, agreement,
instrument, obligation, note, bond, mortgage, license, loan or credit agreement to which the Purchaser or any of its Subsidiaries is a party or by which the Purchaser or any of its Subsidiaries or any
of their respective Properties may be bound, or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by
the Purchaser or any of its Subsidiaries; with the exception of the conflicts stated in clause (b) of this Section 4.05, except where such conflict, violation, default, breach,
termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 4.05 would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the Purchaser's ability to consummate the transactions contemplated by the Transaction Documents.

Section 4.06Restricted Securities. The Purchaser understands that the Purchased Units it is purchasing are characterized as
"restricted securities" under the federal securities laws insofar as they are being acquired from TLP in a transaction not involving a public offering and that under such laws and applicable
regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser understands the nature of the Purchased Units and their
limitations and subordinations as set forth in the Partnership Agreement. Specifically, the Purchaser acknowledges that the Purchased Units are subordinated to the Common Units with respect to
distributions until June 30, 2008, at the earliest date, and that there is no assurance that the Purchased Units will ever cease to be so subordinated. Additionally, the Purchaser acknowledges
that there is no active trading market for the Subordinated Units, including the Purchased Units.

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Section 4.07Certain Fees. No fees or commissions will be payable by the Purchaser to brokers, finders, or investment bankers with
respect to the purchase of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 4.08Legend. It is understood that the certificates evidencing the Purchased Securities may bear the following legend:
"These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in
effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required."

ARTICLE V.
MISCELLANEOUS

Section 5.01Interpretation and Survival of Provisions. Article, Section, Schedule, and
Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents,
contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word "including" shall mean "including but not limited
to." If any provision in the Transaction Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Transaction Documents shall be
construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Transaction Documents, and the remaining provisions shall remain in full
force and effect. The Transaction Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter. The representations
and warranties set forth herein shall survive for a period of six (6) months following the Closing Date regardless of any investigation made by or on behalf of TLP or the Purchaser. The
covenants made in this Agreement or any other Transaction Document shall survive the closing of the transactions described herein and remain operative and in full force and effect regardless of
acceptance of any of the Purchased Units and payment therefor and repayment, conversion, exercise or repurchase thereof.

Section 5.02Indemnification, Costs and Expenses.



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Section 5.03No Waiver; Modifications in Writing.



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Section 5.04 Binding Effect; Assignment.



Section 5.05Confidentiality. Notwithstanding anything herein to the contrary, the Purchaser shall continue to be bound by the
confidentiality provisions set forth in Section 2 of that certain letter agreement dated as of May 13, 2005 by and between the parties hereto.

Section 5.06 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or
certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses:



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or
to such other address as TLP or the Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; upon actual receipt if sent by certified mail, return receipt requested, or regular mail, if mailed; when receipt is acknowledged, if sent via facsimile; and upon actual receipt when
delivered to an air courier guaranteeing overnight delivery.

Section 5.07Entire Agreement. This Agreement, the other Transaction Documents and the other agreements and documents referred to
herein are 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 and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
or therein with respect to the rights granted by TLP or any of its Affiliates or the Purchaser or any of its Affiliates set forth herein or therein. This Agreement, the other Transaction Documents and
the other agreements and documents referred to herein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 5.08Public Announcements. Neither party hereto will make any public announcement or issue any press release, or disclose
to any other person, any information regarding this Agreement or the subject matter hereof without the prior consent of the other party hereto, unless otherwise required by law or applicable stock
exchange requirements or as may be required in TLP's filings with the Commission and in such event shall provide prompt notice thereof to the other party, together with a copy of the form of proposed
disclosure.

Section 5.09Expenses. Each party will bear its own expenses incident to the preparation of the Transaction Documents; provided,
however, that in the event that any party institutes legal proceedings to enforce any provision hereof (including those that survive termination of this Agreement) or in remedy of any breach hereof,
the prevailing party after entry of a final nonappealable order, will be entitled to recover reasonable attorneys' fees incurred in connection therewith.

Section 5.10 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of New York
without regard to principles of conflicts of laws.

Section 5.11Execution in 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 5.12 Termination.



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IN
WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

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

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Exhibit AForm of Registration Rights Agreement

See
Attached

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