TEEKAY OFFSHORE PARTNERS L.P. 6,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2009 • Teekay Offshore Partners L.P. • Water transportation • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Teekay Offshore Partners, L.P., a Marshall Islands limited partnership (the “Partnership”), Teekay Offshore GP L.L.C., a Marshall Islands limited liability company, Teekay Offshore Operating GP L.L.C., a Marshall Islands limited liability company and Teekay Offshore Operating L.P., a Marshall Islands limited partnership, and each of you as Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (the “Common Units”).
