EX-4.4



 Exhibit 4.4 

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE
INDENTURE) OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

CUSIP NO. 87901B AA0 
 ISIN NO. US87901BAA08 

TEEKAY OFFSHORE PARTNERS L.P. 

TEEKAY OFFSHORE FINANCE CORP. 

6.00% SENIOR NOTE DUE 2019 
  

			
	$300,000,000	  	No.: 1

 TEEKAY OFFSHORE PARTNERS L.P., a limited partnership duly organized and existing under the laws of the
Republic of The Marshall Islands (the “Company”), and TEEKAY OFFSHORE FINANCE CORP., a corporation duly organized and existing under the laws of the Republic of the Marshall Islands (the “Co-Issuer” and, together with the
Company, the “Issuers”; each of which terms includes any successor entity under the Indenture referred to below), for value received, hereby jointly and severally promise to pay to Cede & Co., or registered assigns, the principal
sum set forth on Schedule I annexed hereto on July 30, 2019, and to pay interest thereon from May 30, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on
January 30, April 30, July 30 and October 30 in each year, commencing July 30, 2014, at the rate of 6.00% per annum, until the principal hereof is paid or made available for payment. Interest on this Note
shall be computed on the basis of a 

  
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360-day year of twelve 30-day months. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as
if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity Date, as the case may be, to such next Business Day. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be January 15, April 15, July 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest which is
payable but not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular Record Date by virtue or having been such Holder, and may be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a subsequent special record date (which shall be at least 10 days before the payment date) for the payment of such defaulted interest to be
fixed by the Company, notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 

Payment of the principal of and interest on this Note (including, without limitation, any purchase price relating to a Change of
Control) will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register;
provided, further, that payment to DTC or any successor depository may be made by wire transfer to the account designated by DTC or such successor depository in writing. 

This Note is one of a duly authorized issue of securities of the Issuers designated as its 6.00% Notes due 2019 (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of May 30, 2014 (the “Base Indenture”), between the Issuers and The Bank of New York Mellon, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated May 30, 2014, between the Issuers and the Trustee (the “First Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Issuers, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited (subject to exceptions
provided in the Indenture) to the aggregate principal amount of $300,000,000. 
 If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 

  
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 The Notes may not be redeemed prior to the Stated Maturity, except as described in
Section 3.01 of the First Supplemental Indenture. 
 The Notes are not subject to any sinking fund. 

Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Issuers to purchase all or a portion of
such Holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase. 

The Indenture contains provisions permitting, with certain exceptions as therein provided, the amendment thereof and the modification of the
rights and obligations of the Issuers and the rights of the Holders of the Notes of each series issued under the Indenture at any time by the Issuers and the Trustee with the written consent of the Holders of not less than a majority in aggregate
principal amount of the Notes at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of any series at the time
Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note. 
 No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed. 

As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note may be
registered on the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in any place where the principal of and interest on this Note are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Notes are issuable only in registered form in the denominations of $1,000 or any integral multiple thereof. As provided in the Indenture
and subject to certain limitations set forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders surrendering
the same. 

  
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 No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. 

Prior to due presentment of this Note for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary. 

The Indenture contains provisions whereby (i) the Issuers may be discharged from their obligations with respect to the Notes (subject to
certain exceptions) or (ii) the Issuers may be released from their obligations under specified covenants and agreements in the Indenture, in each case if the Issuers irrevocably deposit with the Trustee money or Government Obligations, or a
combination thereof, in an amount sufficient, without consideration of any reinvestment, to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture.

 This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said State. 
 All terms used in this Note without definition that are defined in
the Indenture shall have the meanings assigned to them in the Indenture. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the Company and the Co-Issuer have caused this Note to be to be duly executed
as of the date set forth below. 
 Date: 
  

			
	TEEKAY OFFSHORE PARTNERS L.P.
		
	By:	 	      

	Name:	 	
	Title:	 	
	
	TEEKAY OFFSHORE FINANCE CORP.
		
	By:	 	      

	Name:	 	
	Title:	 	


 SIGNATURE PAGE TO GLOBAL NOTE 







 Trustee’s Certificate of Authentication 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	 THE BANK OF NEW YORK MELLON,

as Trustee

		
	By:	 	      

		 	Authorized Signatory


 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 







 ASSIGNMENT FORM 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF
ASSIGNEE 
  
  

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 
  

	
	      

	      

	      


 the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said
Security on the books of the Issuers, with full power of substitution in the premises. 
  

			
	Dated:	 	      

	Signature:	 	      


  

			
	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 Signature Guarantee: 

SIGNATURE GUARANTEE 
 Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.01 of the First Supplemental Indenture, check the
box: 
  
  ̈ 

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.01 of the First Supplemental
Indenture, state the amount in principal amount: $             
  

							
	Dated:	 		 	Your Signature:	 	      

				
		 		 		 	(Sign exactly as your name appears
		 		 		 	on the other side of this Note.)

  

			
	Signature Guarantee:	  	      

		  	(Signature must be guaranteed)

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar,
which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







 Schedule I 

SCHEDULE OF TRANSFERS AND EXCHANGES 

The initial principal amount of this Global Security is $300,000,000 (THREE HUNDRED MILLION DOLLARS). The following increases or decreases in
principal amount of this Global Security have been made: 
  

									
	Date of
Exchange	 	 Amount of

Decrease in

Principal

Amount of this

Global Security
	 	 Amount of

Increase in

Principal Amount

of this Global

Security
	 	 Principal Amount

of this Global

Security following

such Decrease or

Increase
	 	 Signature of

Authorized

Signatory of

Trustee or

Custodian

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 Schedule I