Joint Filer Information

Title of Security:           Common Stock

Issuer & Ticker Symbol:      Teekay Offshore Partners, L.P. (TOO)

Designated Filer:            Luxor Capital Group, LP

Other Joint Filers:          Luxor Capital Partners, LP (the "Onshore Fund");
                             Luxor Capital Partners Offshore, Ltd.
                                 (the "Offshore Fund");
                             LCG Select, LLC (the "Select Onshore Fund");
                             LCG Select Offshore, Ltd.
                                 (the "Select Offshore Fund");
                             Luxor Management, LLC ("Luxor Management");
                             LCG Holdings, LLC ("LCG Holdings"); and
                             Christian Leone

Addresses:                   The address of each of the Onshore Fund,
                             the Select Onshore Fund, Luxor Management,
                             LCG Holdings and Mr. Leone is 767 Fifth Avenue,
                             19th Floor, New York, New York 10153.

                             The address of each of the
                             Offshore Fund and the Select
                             Offshore Fund is c/o M&C
                             Corporate Services Limited, P.O.
                             Box 309 GT, Ugland House, South
                             Church Street, George Town,
                             Grand Cayman, Cayman Islands.


Signatures:


Dated:  December 17, 2007

                              LUXOR CAPITAL PARTNERS, LP
                              By: LCG Holdings, LLC, as General Partner


                                  By: /s/ Norris Nissim
                                      -----------------
                                          Norris Nissim,
                                          General Counsel


                              LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
                              By: Luxor Capital Group, LP, as investment manager


                                  By: /s/ Norris Nissim
                                      -----------------
                                          Norris Nissim,
                                          General Counsel


                              LCG SELECT, LLC
                              By: LCG Holdings, LLC, as Managing Member


                                  By: /s/ Norris Nissim
                                      -----------------
                                          Norris Nissim,
                                          General Counsel






                              LUXOR SELECT OFFSHORE, LTD.
                              By: Luxor Capital Group, LP, as investment manager



                                  By: /s/ Norris Nissim
                                      -----------------
                                          Norris Nissim,
                                          General Counsel


                              LUXOR CAPITAL GROUP, LP
                              By: Luxor Management, LLC, as General Partner


                                  By: /s/ Norris Nissim
                                      -----------------
                                          Norris Nissim,
                                          General Counsel


                              LCG HOLDINGS, LLC


                              By: /s/ Norris Nissim
                                  -----------------
                                      Norris Nissim,
                                      General Counsel


                              LUXOR MANAGEMENT, LLC


                              By: /s/ Norris Nissim
                                  -----------------
                                      Norris Nissim,
                                      General Counsel



                              /s/ Elena Cimador
                              ------------------------------
                                  Elena Cimador, as Attorney-in-Fact
                                  For Christian Leone




                                POWER OF ATTORNEY


     The undersigned hereby makes,  constitutes and appoints each of Adam Miller
and  Elena   Cimador   as  the   undersigned's   true  and   lawful   authorized
representative,  attorney-in-fact and agent, each with the power individually to
execute for and on behalf of the undersigned and to file with and deliver to the
United States  Securities  and Exchange  Commission  and any other  authority or
party  required or  entitled to receive the same:  (a) any Forms 3, 4 and 5, and
any  amendments  thereto,  in accordance  with Section  16(a) of the  Securities
Exchange Act of 1934,  as amended (the "1934  Act"),  and the rules  promulgated
thereunder;  and  (b) any  Schedule  13D or  Schedule  13G,  and any  amendments
thereto,  on behalf of the undersigned in accordance with Section 13 of the 1934
Act and the rules promulgated thereunder.

     The undersigned also hereby grants to each such  attorney-in-fact  the full
power and  authority  to do and perform  all and every act and thing  whatsoever
requisite,  necessary and proper to be done in the exercise of any of the rights
and  powers  herein  granted,  hereby  ratifying  and  confirming  all that such
attorney-in-fact  shall  lawfully do or cause to be done by virtue of this power
of  attorney  and  the  rights  and  powers  herein  granted.   The  undersigned
acknowledges  that each of the foregoing  attorneys-in-fact,  in serving in such
capacity  at  the  request  of  the  undersigned,  is  not  assuming  any of the
undersigned's  responsibilities  to comply with  Section 16 or Section 13 or any
other provision of the 1934 Act or the rules promulgated thereunder.

     This Power of Attorney  shall remain in full force and effect until earlier
revoked  by the  undersigned  in a signed  writing  delivered  to the  foregoing
attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 20, 2006.


/s/ Christian Leone
- -------------------
Christian Leone



                        ACKNOWLEDGEMENT IN NEW YORK STATE

STATE OF NEW YORK )
                      :  ss.:
COUNTY OF NEW YORK)

     On  January  20,  2006,  before me, the  undersigned  personally  appeared,
Christian  Leone,  personally  known  to me or  proved  to me on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.


                                           /s/ Michael J. Sadler
                                           ---------------------
                                               Michael J. Sadler
                                               Notary Public

                             [Notary Stamp and Seal]