Republic of the Marshall Islands Republic of the Marshall Islands		4400 4400		98-0454169 98-0506852
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Proposed Maximum

Proposed Maximum

Title of Each Class of Securities to be

Amount to be

Offering Price Per

Aggregate Offering

Amount of

Registered

Registered

Unit

Price(1)

Registration Fee

Common Units, representing limited partner interests(2)

Debt Securities(2)(3)

Guarantees of Debt Securities(4)

Total:

$400,000,000(2)

$42,800

(1)	Estimated solely for the purpose of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933. Because Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities listed, the table does not specify by each class of security information as to the amount to be registered or the proposed maximum offering price per security. Any securities registered may be sold separately or as units with other securities registered hereunder.
(2)	The amount of securities registered consists of $400,000,000 of an indeterminate number or amount of common units and debt securities of Teekay LNG Partners L.P. Subject to Note 1 above, there is also being registered an indeterminate number of common units as may from time to time be issued upon conversion of convertible debt securities that may be sold hereunder. No separate consideration will be received for any common units so issued upon conversion. In no event will the aggregate offering price of all securities issued from time to time in the offering pursuant to this Registration Statement exceed $400,000,000.
(3)	If any debt securities are issued at original issue discount, then the offering price of such debt securities shall be in such amount as shall result in an aggregate initial offering price not to exceed the amount identified in Note 2 above, less the dollar amount of any registered securities previously issued.
(4)	Teekay LNG Operating L.L.C., African Spirit L.L.C., Asian Spirit L.L.C., European Spirit L.L.C., Teekay Luxembourg S.a.r.l., Teekay Spain, S.L., Teekay II Iberia S.L., Teekay Shipping Spain, S.L., Naviera Teekay Gas, S.L., Naviera Teekay Gas II, S.L., Naviera Teekay Gas III, S.L. and Naviera Teekay Gas IV, S.L. may guarantee the obligations of Teekay LNG Partners L.P. under the debt securities. No separate consideration will be paid in respect of the guarantees. Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee is payable with respect to the guarantees of the debt securities.

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*	The following are co-registrants that may guarantee the debt securities:

Republic of the Marshall Islands		66-0657756
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Republic of the Marshall Islands		98-0428182
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Republic of the Marshall Islands		98-0447129
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Republic of the Marshall Islands		98-0428235
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Luxembourg		98-0442934
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Spain		98-0442935
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Spain		98-0442936
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Spain		98-0442937
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Spain		98-0442938
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Spain		98-0442939
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Spain		98-0442940
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Spain		98-0442941
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

	•	common units, representing limited partnership interests in Teekay LNG Partners L.P.; and
	•	debt securities, which may be secured or unsecured senior debt securities or secured or unsecured subordinated debt securities.

	•	will have a maximum aggregate offering price of $400,000,000;
	•	will be offered at prices and on terms to be set forth in one or more accompanying prospectus supplements; and
	•	may be offered separately or together, or in separate series.

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About This Prospectus				1
Teekay LNG Partners L.P.				2
	Partnership Structure and Management			2
Teekay LNG Finance Corp.				2
Subsidiary Guarantors				2
Where You Can Find More Information				3
Forward-Looking Statements				5
Risk Factors				7
	Risks Inherent in Our Business			7
	Risks Inherent in an Investment in Us			19
	Risks Relating to the Common Units			24
	Risks Relating to the Debt Securities			26
	Tax Risks			27
Use of Proceeds				30
Ratio of Earnings To Fixed Charges				30
Price Range of Common Units and Distributions				31
Description of The Common Units				32
	Number of Units			32
	Issuance of Additional Securities			32
	Meetings; Voting			32
	Call Right			34
	Exchange Listing			34
	Transfer Agent and Registrar			34
	Transfer of Common Units			34
	Other Matters			35
	Summary of Our Partnership Agreement			36
Cash Distributions				37
	Distributions of Available Cash			37
	Operating Surplus and Capital Surplus			37
	Subordination Period			40
	Distributions of Available Cash From Operating Surplus During the Subordination Period			41
	Distributions of Available Cash From Operating Surplus After the Subordination Period			42
	Incentive Distribution Rights			42
	Percentage Allocations of Available Cash From Operating Surplus			42
	Distributions From Capital Surplus			43
	Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels			44
	Distributions of Cash Upon Liquidation			44
Description of Debt Securities				47
	General			47
	Specific Terms of Each Series of Debt Securities to be Described in the Prospectus Supplement			47
	Subsidiary Guarantees			48
	Consolidation, Merger or Asset Sale			49
	No Protection in the Event of a Change of Control			49

i

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	Modification of Indentures			49
	Events of Default and Remedies			51
	Defeasance			52
	No Limit on Amount of Debt Securities			53
	Registration of Notes			54
	Minimum Denominations			54
	No Personal Liability			54
	Payment and Transfer			54
	Exchange, Registration and Transfer			54
	Provisions Relating Only to the Senior Debt Securities			55
	Provisions Relating Only to the Subordinated Debt Securities			55
	Book Entry, Delivery and Form			55
	Governing Law			56
	The Trustee			56
Material U.S. Federal Income Tax Consequences				58
	Classification as a Partnership			58
	Status as a Partner			59
	Consequences of Unit Ownership			60
	Tax Treatment of Operations			64
	Disposition of Common Units			65
	Foreign Tax Credit Considerations			66
	Tax-Exempt Organizations and Non-U.S. Investors			67
	Functional Currency			68
	Administrative Matters			69
	Possible Classification as a Corporation			71
	Tax Consequences of Ownership of Debt Securities			75
Non-United States Tax Consequences				75
	Marshall Islands Tax Consequences			75
	Canadian Federal Income Tax Consequences			75
Plan Of Distribution				77
Service of Process and Enforcement of Civil Liabilities				79
Legal				79
Experts				79
Expenses				80

ii

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1

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2

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	•	our Annual Report on Form 20-F for the fiscal year ended December 31, 2005;
	•	all subsequent Annual Reports on Form 20-F filed prior to the termination of this offering;
	•	our current Reports on Form 6-K furnished on May 17 and August 17, 2006;
	•	all subsequent Reports on Form 6-K furnished prior to the termination of this offering that we identify in such Reports as being incorporated by reference into the registration statement of which this prospectus is a part; and
	•	the description of our common units contained in our Registration Statement on Form 8-A/ A filed on September 29, 2006, including any subsequent amendments or reports filed for the purpose of updating such description.

3

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4

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	•	our ability to make cash distributions on our common units or any increases in our quarterly distributions;
	•	our ability to make required payments on any debt securities we may issue;
	•	our future financial condition or results of operations and our future revenues and expenses;
	•	global growth prospects of the LNG shipping and tanker markets;
	•	LNG and tanker market fundamentals, including the balance of supply and demand in the LNG and tanker market;
	•	the expected lifespan of a new LNG carrier and Suezmax tanker;
	•	planned and estimated future capital expenditures and availability of capital resources to fund capital expenditures;
	•	our ability to maintain long-term relationships with major LNG importers and exporters and major crude oil companies;
	•	our ability to leverage to our advantage Teekay Shipping Corporation’s relationships and reputation in the shipping industry;
	•	our continued ability to enter into long-term, fixed-rate time charters with our LNG customers;
	•	obtaining LNG projects that we or Teekay Shipping Corporation bid on or have been awarded;
	•	our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels no longer under long-term charter;
	•	expected purchases and deliveries of newbuilding vessels and commencement of service of newbuildings under long-term contracts, including those relating to LNG projects that have been awarded to Teekay Shipping Corporation and will be offered to us;
	•	the expected timing, amount and method of financing for the purchase of five of our existing Suezmax tankers;
	•	our expected financial flexibility to pursue acquisitions and other expansion opportunities;
	•	the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards applicable to our business;
	•	the expected impact of heightened environmental and quality concerns of insurance underwriters, regulators and charterers;
	•	the anticipated taxation of our partnership and its subsidiaries;
	•	entering into credit facilities or vessel financing arrangements for any of our vessels, and the effects of such arrangements; and
	•	our business strategy and other plans and objectives for future operations.

5

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6

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	We may not have sufficient cash from operations to enable us to make required payments on our debt securities or to pay the minimum quarterly distribution on our common units following the establishment of cash reserves and payment of fees and expenses.

	•	the rates we obtain from our charters;
	•	the level of our operating costs, such as the cost of crews and insurance;
	•	the continued availability of LNG production, liquefaction and regasification facilities;
	•	the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled drydocking of our vessels;
	•	delays in the delivery of newbuildings and the beginning of payments under charters relating to those vessels;
	•	prevailing global and regional economic and political conditions;
	•	currency exchange rate fluctuations; and
	•	the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.

	•	the level of capital expenditures we make, including for maintaining vessels, building new vessels, acquiring existing vessels and complying with regulations;
	•	our debt service requirements and restrictions on payments and distributions contained in our debt instruments;
	•	fluctuations in our working capital needs;
	•	our ability to make working capital borrowings, including to pay distributions to unitholders; and
	•	the amount of any cash reserves, including reserves for future capital expenditures and other matters, established by our general partner in its discretion.

7

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We make substantial capital expenditures to maintain the operating capacity of our fleet, which reduce our cash available to make required payments on our debt securities and for distribution on our common units. In addition, each quarter our general partner is required to deduct estimated maintenance capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance capital expenditures were deducted.

	•	the cost of labor and materials;
	•	customer requirements;
	•	increases in the size of our fleet;
	•	governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; and
	•	competitive standards.

We will be required to make substantial capital expenditures to expand the size of our fleet. We generally will be required to make significant installment payments for acquisitions of newbuilding vessels prior to their delivery and generation of revenue. Depending on whether we finance our expenditures through cash from operations or by issuing debt or equity securities, our ability to make required payments on our debt securities and cash distributions on our common units may be diminished or our financial leverage could increase or our unitholders could be diluted.

8

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	We derive a substantial majority of our revenues from a limited number of customers, and the loss of any customer, time charter or vessel could result in a significant loss of revenues and cash flow.

9

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	•	the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise;
	•	the customer exercises certain rights to terminate the charter, purchase or cause the sale of the vessel or, under some of our charters, convert the time charter to a bareboat charter (some of which rights are exercisable at any time);
	•	the customer terminates the charter because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire, or we default under the charter; or
	•	under some of our time charters, the customer terminates the charter because of the termination of the charterer’s LNG sales agreement supplying the LNG designated for our services, or a prolonged force majeure event affecting the customer, including damage to or destruction of relevant LNG production or regasification facilities, war or political unrest preventing us from performing services for that customer.

10

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	We depend on Teekay Shipping Corporation to assist us in operating our business, competing in our markets, and providing interim financing for certain vessel acquisitions.

	•	renew existing charters upon their expiration;
	•	obtain new charters;
	•	successfully interact with shipyards during periods of shipyard construction constraints;
	•	obtain financing on commercially acceptable terms; or
	•	maintain satisfactory relationships with our employees and suppliers.

	Our growth depends on continued growth in demand for LNG and LNG shipping.

	•	increases in the cost of natural gas derived from LNG relative to the cost of natural gas generally;
	•	increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets;
	•	decreases in the consumption of natural gas due to increases in its price relative to other energy sources or other factors making consumption of natural gas less attractive;

11

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	•	availability of new, alternative energy sources, including compressed natural gas; and
	•	negative global or regional economic or political conditions, particularly in LNG consuming regions, which could reduce energy consumption or its growth.

	Growth of the LNG market may be limited by infrastructure constraints and community environmental group resistance to new LNG infrastructure over concerns about the environment, safety and terrorism.

	•	increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;
	•	decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;
	•	the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities;
	•	local community resistance to proposed or existing LNG facilities based on safety, environmental or security concerns;
	•	any significant explosion, spill or similar incident involving an LNG facility or LNG carrier;
	•	labor or political unrest affecting existing or proposed areas of LNG production; and
	•	capacity constraints at existing shipyards, which are expected to continue until at least the end of 2008.

	Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which we will face substantial competition.

	•	shipping industry relationships and reputation for customer service and safety;
	•	LNG shipping experience and quality of ship operations (including cost effectiveness);
	•	quality and experience of seafaring crew;
	•	the ability to finance LNG carriers at competitive rates and financial stability generally;
	•	relationships with shipyards and the ability to get suitable berths;
	•	construction management experience, including the ability to obtain on-time delivery of new vessels according to customer specifications;

12

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	•	willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
	•	competitiveness of the bid in terms of overall price.

	Delays in deliveries of newbuildings could harm our operating results and lead to the termination of related time charters.

	•	quality or engineering problems;
	•	changes in governmental regulations or maritime self-regulatory organization standards;
	•	work stoppages or other labor disturbances at the shipyard;
	•	bankruptcy or other financial crisis of the shipbuilder;
	•	a backlog of orders at the shipyard;
	•	political or economic disturbances in South Korea or other locations where our vessels are being or may be built;
	•	weather interference or catastrophic event, such as a major earthquake or fire;
	•	our requests for changes to the original vessel specifications;
	•	shortages of or delays in the receipt of necessary construction materials, such as steel;
	•	our inability to finance the purchase of the vessels; or
	•	our inability to obtain requisite permits or approvals.

13

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	We may have more difficulty entering into long-term, fixed-rate time charters if an active short-term or spot LNG shipping market develops.

	Over time vessel values may fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of a vessel, we may incur a loss.

	•	prevailing economic conditions in natural gas, oil and energy markets;
	•	a substantial or extended decline in demand for natural gas, LNG or oil;
	•	increases in the supply of vessel capacity; and
	•	the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulation or standards, or otherwise.

	We may be unable to make or realize expected benefits from acquisitions, and implementing our growth strategy through acquisitions may harm our business, financial condition and operating results.

	•	fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
	•	be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet;

14

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	•	decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions;
	•	significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;
	•	incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or
	•	incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

	Terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs and disruption of our business.

	Our substantial operations outside the United States expose us to political, governmental and economic instability, which could harm our operations.

15

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	Marine transportation is inherently risky, and an incident involving significant loss of or environmental contamination by any of our vessels could harm our reputation and business.

	•	marine disasters;
	•	bad weather;
	•	mechanical failures;
	•	grounding, fire, explosions and collisions;
	•	piracy;
	•	human error; and
	•	war and terrorism.

	•	death or injury to persons, loss of property or environmental damage;
	•	delays in the delivery of cargo;
	•	loss of revenues from or termination of charter contracts;
	•	governmental fines, penalties or restrictions on conducting business;
	•	higher insurance rates; and
	•	damage to our reputation and customer relationships generally.

	Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.

16

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	The marine energy transportation industry is subject to substantial environmental and other regulations, which may significantly limit our operations or increase our expenses.

17

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	Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results.

	Many of our seafaring employees are covered by collective bargaining agreements and the failure to renew those agreements or any future labor agreements may disrupt our operations and adversely affect our cash flows.

	Due to our lack of diversification, adverse developments in our LNG or oil marine transportation business could reduce our ability to make required payments on our debt securities and distributions to our unitholders.

18

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	Teekay Shipping Corporation and its affiliates may engage in competition with us.

	•	acquire LNG carriers and related time charters as part of a business if a majority of the value of the total assets or business acquired is not attributable to the LNG carriers and time charters, as determined in good faith by the board of directors of Teekay Shipping Corporation; however, if at any time Teekay Shipping Corporation completes such an acquisition, it must offer to sell the LNG carriers and related time charters to us for their fair market value plus any additional tax or other similar costs to Teekay Shipping Corporation that would be required to transfer the LNG carriers and time charters to us separately from the acquired business; or
	•	own, operate and charter LNG carriers that relate to a bid or award for a proposed LNG project that Teekay Shipping Corporation or any of its subsidiaries has submitted or hereafter submits or receives; however, at least 180 days prior to the scheduled delivery date of any such LNG carrier, Teekay Shipping Corporation must offer to sell the LNG carrier and related time charter to us, with the vessel valued at its “fully-built-up cost,” which represents the aggregate expenditures incurred (or to be incurred prior to delivery to us) by Teekay Shipping Corporation to acquire or construct and bring such LNG carrier to the condition and location necessary for our intended use.

	•	acquire, operate or charter LNG carriers if our general partner has previously advised Teekay Shipping Corporation that the board of directors of our general partner has elected, with the approval of its conflicts committee, not to cause us or our subsidiaries to acquire or operate the carriers;
	•	operate the three RasGas II LNG newbuilding carriers and related time charters if we fail to perform our obligation to purchase such vessels under our agreement with Teekay Shipping Corporation;
	•	acquire up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded company that owns or operate LNG carriers; and
	•	provide ship management services relating to LNG carriers.

	Our general partner and its other affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to those of our securityholders.

19

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	•	neither our partnership agreement nor any other agreement requires our general partner or Teekay Shipping Corporation to pursue a business strategy that favors us or utilizes our assets, and Teekay Shipping Corporation’s officers and directors have a fiduciary duty to make decisions in the best interests of the stockholders of Teekay Shipping Corporation, which may be contrary to our interests;
	•	the executive officers and three of the directors of our general partner also currently serve as executive officers or directors of Teekay Shipping Corporation and another director of our general partner is employed by an affiliate of Teekay Shipping Corporation;
	•	our general partner is allowed to take into account the interests of parties other than us, such as Teekay Shipping Corporation, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;
	•	our general partner has limited its liability and reduced its fiduciary duties under the laws of the Marshall Islands, while also restricting the remedies available to our unitholders, and as a result of purchasing common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by our general partner, all as set forth in the partnership agreement;
	•	our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional partnership securities and reserves, each of which can affect the amount of cash that is available for required payments on our debt securities and distribution to our unitholders;
	•	in some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on our subordinated units or to make incentive distributions or to accelerate the expiration of the subordination period;
	•	our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
	•	our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on our behalf;
	•	our general partner controls the enforcement of obligations owed to us by it and its affiliates; and
	•	our general partner decides whether to retain separate counsel, accountants or others to perform services for us.

	Our partnership agreement limits our general partner’s fiduciary duties to our unitholders and restricts the remedies available to unitholders for actions taken by our general partner.

	•	permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Where our partnership agreement permits, our general partner may consider only the interests and factors that it desires, and in such cases it has no duty or obligation to give any consideration to any interest of, or factors affecting us, our affiliates or any limited partner;
	•	provides that our general partner is entitled to make other decisions in “good faith” if it reasonably believes that the decision is in our best interests;

20

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	•	generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and
	•	provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or gross negligence.

	Fees and cost reimbursements, which our general partner determines for services provided to us and certain of our subsidiaries, are substantial and reduce our cash available to make required payments on our debt securities and for distribution to our common unitholders.

	Even if unitholders are dissatisfied, they cannot remove our general partner without its consent.

21

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	The control of our general partner may be transferred to a third party without unitholder consent.

	Our financing agreements contain operating and financial restrictions which may restrict our business and financing activities.

	•	incur or guarantee indebtedness;
	•	change ownership or structure, including mergers, consolidations, liquidations and dissolutions;
	•	make dividends or distributions;
	•	make capital expenditures in excess of specified levels;
	•	make certain negative pledges and grant certain liens;
	•	sell, transfer, assign or convey assets;
	•	make certain loans and investments; and
	•	enter into a new line of business.

22

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	Restrictions in our debt agreements may prevent us from paying distributions.

	•	failure to pay any principal, interest, fees, expenses or other amounts when due;
	•	default under any vessel mortgage;
	•	failure to notify the lenders of any material oil spill or discharge of hazardous material, or of any action or claim related thereto;
	•	breach or lapse of any insurance with respect to the vessels;
	•	breach of certain financial covenants;
	•	failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases;
	•	default under other indebtedness of our operating company, our general partner or any of our subsidiaries;
	•	bankruptcy or insolvency events involving us, our general partner or any of our subsidiaries;
	•	failure of any representation or warranty to be materially correct;
	•	a change of control, as defined in the applicable agreement; and
	•	a material adverse effect, as defined in the applicable agreement, occurs relating to us or our business.

	We can borrow money to pay distributions, which would reduce the amount of credit available to operate our business.

	Unitholders may have liability to repay distributions.

23

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	We have been organized as a limited partnership under the laws of the Republic of The Marshall Islands, which does not have a well-developed body of partnership law.

	Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

	Common unitholders may experience immediate and substantial dilution of their interest.

	We may issue additional common units without the approval of the common unitholders, which would dilute their ownership interests.

	•	our unitholders’ proportionate ownership interest in us will decrease;
	•	the amount of cash available for distribution on each unit may decrease;
	•	because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;
	•	the relative voting strength of each previously outstanding unit may be diminished;
	•	the market price of the common units may decline; and
	•	the ratio of taxable income to distributions may increase.

24

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	In establishing cash reserves, our general partner may reduce the amount of cash available for distribution to the common unitholders.

	Our general partner has a call right that may require common unitholders to sell their common units at an undesirable time or price.

	Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units.

	Common unitholders may not have limited liability if a court finds that unitholder action constitutes control of our business.

25

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	We may not be able to generate sufficient cash flow to meet our debt service obligations.

	We are a holding company. We conduct our operations through our subsidiaries, who own our operating assets, and depend on cash flow from our subsidiaries to service our debt obligations.

	Our substantial debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.

	•	our ability to satisfy our obligations under our debt securities or other indebtedness may be impaired, and our failure to comply with the requirements of the other indebtedness could result in an event of default under our debt securities or such other indebtedness;
	•	our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
	•	we will need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions to unitholders;
	•	our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and
	•	our debt level may limit our flexibility in responding to changing business and economic conditions.

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	In the event of our bankruptcy or liquidation, holders of our debt securities will be paid from any assets remaining after payments to any holders of secured debt and debt of our non-guarantor subsidiaries.

	The subsidiary guarantees could be deemed to be fraudulent conveyances under certain circumstances, and a court may try to subordinate or void the subsidiary guarantees.

	•	was insolvent or rendered insolvent by reason of such incurrence;
	•	was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

	•	the sum of its liabilities, including contingent liabilities, were greater than the fair saleable value of all of its assets;
	•	the present fair saleable value of its assets were less than the amount that would be required to pay its liabilities, including contingent liabilities, on its existing debts, as they become absolute or mature; or
	•	it could not pay its debts as they become due.

	You may be required to pay U.S. taxes on your share of our income even if you do not receive any cash distributions from us.

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	Because distributions may reduce a common unitholder’s tax basis in our common units, common unitholders may realize greater gain on the disposition of their units than they otherwise may expect, and common unitholders may have a tax gain even if the price they receive is less than their original cost.

	The after-tax benefit of an investment in the common units may be reduced if we cease to be treated as a partnership for U.S. federal income tax purposes.

	•	The ratio of taxable income to distributions with respect to common units would increase because items would not be allocated to account for any differences between the fair market value and the basis of our assets at the time of the offering.
	•	Common unitholders may recognize income or gain on any change in our status from a partnership to a corporation that occurs while they hold units.
	•	We would not be permitted to adjust the tax basis of a secondary market purchaser in our assets under Section 743(b) of the U.S. Internal Revenue Code of 1986. As a result, a person who purchases common units from a common unitholder in the market may realize materially more taxable income each year with respect to the units if we are treated as a corporation than if we are treated as a partnership for U.S. federal income tax purposes. This could reduce the value of the common unitholder’s common units.
	•	Common unitholders would not be entitled to claim any credit against their U.S. federal income tax liability for non-U.S. income tax liabilities incurred by us if we are treated as a corporation for U.S. federal income tax purposes.
	•	If we fail to qualify for an exemption from U.S. tax on the U.S. source portion of our income attributable to transportation that begins or ends (but not both) in the United States, we will be subject to U.S. tax on such income on a gross basis (that is, without any allowance for deductions) at a rate of 4%. The imposition of this tax would have a negative effect on our business and would result in decreased cash available for distribution to common unitholders.
	•	We also may be considered a passive foreign investment company (or PFIC) for U.S. federal income tax purposes.

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	U.S. tax-exempt entities and non-U.S. persons face unique U.S. tax issues from owning common units that may result in adverse U.S. tax consequences to them.

	The sale or exchange of 50% or more of our capital or profits interests in any 12-month period will result in the termination of our partnership for U.S. federal income tax purposes.

Common unitholders may be subject to income tax in one or more non-U.S.  countries, including Canada, as a result of owning our common units if, under the laws of any such country, we are considered to be carrying on business there. Such laws may require common unitholders to file a tax return with, and pay taxes to, those countries. Any foreign taxes imposed on us or any of our subsidiaries will reduce our cash available for distribution to common unitholders.

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	•	paying or refinancing all or a portion of our indebtedness outstanding at the time; and
	•	funding working capital, capital expenditures or acquisitions.

														Years Ended December 31,
														2004								2005								Six Months
																														Ended
		Years Ended
		December 31,												January 1 to				May 1 to				January 1 to				May 10 to
														April 30,				December 31,				May 9,				December 31,				June 30,
		2001				2002				2003				2004				2004				2005				2005				2006
Ratio of earnings to fixed charges(1)			1.28				(3.87	)			(0.44	)			1.54				(0.62	)			1.74				2.12				0.60
Deficiency of earnings to fixed charges (in millions of U.S. Dollars)(2)			—				117.6				70.4				—				86.0				—				—				16.2

(1)	The information in this table is for our predecessor, Teekay Luxembourg S.a.r.l. and its subsidiaries, which include Teekay Shipping Spain, S.L., for periods subsequent to April 30, 2004 and prior to May 10, 2005, the date of our initial public offering. For periods prior to April 30, 2004, the information presented is for Teekay Shipping Spain, S.L.
(2)	Earnings were insufficient to cover fixed charges for the years ended December 31, 2002 and 2003, the period of May 1 to December 31, 2004 and the six months ended June 30, 2006 by the amounts indicated in the table.

	•	“earnings” is the amount resulting from adding the following items:

	•	pre-tax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries;
	•	fixed charges; and
	•	amortization of capitalized interest; and

	•	capitalized interest; and
	•	the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges.

	•	“fixed charges” represents interest expensed, capitalized interest, write-off of capitalized loan costs and amortization of capitalized expenses related to indebtedness.

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			Price Range								Cash
											Distributions
			High				Low				per Unit(1)
2006
	Year Ending December 31, 2006 (through September 28)		$	31.98			$	28.65			$	0.925
2005(2)
	Year Ended December 31, 2005		$	34.70			$	24.30			$	1.0607
2006
	Quarter Ending September 30 (through September 28)		$	31.47			$	29.35
	Quarter Ended June 30			31.98				29.13			$	0.4625
	Quarter Ended March 31			31.69				28.65				0.4625
2005
	Quarter Ended December 31		$	32.25			$	27.40			$	0.4125
	Quarter Ended September 30			34.70				28.12				0.4125
	Quarter Ended June 30(2)			28.45				24.30				0.2357	(3)
2006
	Month Ending September 30 (through September 28)		$	30.40			$	29.35
	Month Ended August 31			30.40				29.35
	Month Ended July 31			31.47				30.28
	Month Ended June 30			31.13				30.07
	Month Ended May 31			31.00				29.13
	Month Ended April 30			31.98				30.45

(1)	Represents cash distributions attributable to the quarter and paid within 45 days after the quarter.
(2)	Period beginning May 5, 2005.
(3)	The distribution reflects the 52-day period from May 10, 2005 to June 30, 2005.

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	•	a merger of our partnership;
	•	a sale or exchange of all or substantially all of our assets;
	•	the election of a successor general partner in connection with certain withdrawals of our general partner;
	•	dissolution or reconstitution of our partnership;
	•	some amendments to our partnership agreement; and
	•	some amendments to the operating agreement of our operating company or action taken by us as a member of the operating company if such amendment or action would materially and adversely affect our limited partners.

	•	a 66-2/3% vote of all outstanding units, voting as a single class; and
	•	the election of a successor general partner by the holders of a majority of the outstanding common units and subordinated units, voting as separate classes.

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	•	surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges;
	•	special charges for services requested by a holder of a common unit; and
	•	other similar fees or charges.

	•	becomes the record holder of the common units and is an assignee until admitted into our partnership as a substituted limited partner;
	•	automatically requests admission as a substituted limited partner in our partnership;
	•	agrees to be bound by the terms and conditions of, and executes, our partnership agreement;
	•	represents that the transferee has the capacity, power and authority to enter into our partnership agreement;
	•	grants powers of attorney to officers of our general partner and any liquidator of us as specified in our partnership agreement; and
	•	gives the consents and approvals contained in our partnership agreement.

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	•	the right to assign the common unit to a purchaser or other transferee; and
	•	the right to transfer the right to seek admission as a substituted limited partner in our partnership for the transferred common units.

	•	will not receive cash distributions or U.S. federal income tax allocations, unless the common units are held in a nominee or “street name” account and the nominee or broker has executed and delivered a transfer application; and
	•	may not receive some U.S. federal income tax information or reports furnished to record holders of common units.

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	General

	Definition of Available Cash

	•	less the amount of cash reserves (including our proportionate share of cash reserves of certain subsidiaries we do not wholly own) established by our general partner to:

	•	provide for the proper conduct of our business (including reserves for future capital expenditures and for our anticipated credit needs);
	•	comply with applicable law, any of our debt instruments, or other agreements; or
	•	provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters;

	•	plus all cash on hand (including our proportionate share of cash on hand of certain subsidiaries we do not wholly own) on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our credit agreement and in all cases are used solely for working capital purposes or to pay distributions to partners.

	Minimum Quarterly Distribution

	General

	Definition of Operating Surplus

	•	our cash balance (including our proportionate share of cash balances of certain subsidiaries we do not wholly own) on the closing date of our initial public offering, other than cash reserved to terminate interest rate swap agreements; plus

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	•	$10 million (as described below); plus
	•	all of our cash receipts (including our proportionate share of cash receipts of certain subsidiaries we do not wholly own) after the closing of our initial public offering, excluding cash from (1) borrowings, other than working capital borrowings, (2) sales of equity and debt securities, (3) sales or other dispositions of assets outside the ordinary course of business, (4) termination of interest rate swap agreements, (5) capital contributions or (6) corporate reorganizations or restructurings; plus
	•	working capital borrowings (including our proportionate share of working capital borrowings by certain subsidiaries we do not wholly own) made after the end of a quarter but before the date of determination of operating surplus for the quarter; plus
	•	interest paid on debt incurred (including periodic net payments under related interest rate swap agreements) and cash distributions paid on equity securities issued, in each case, to finance all or any portion of the construction, replacement or improvement of a capital asset such as vessels during the period from such financing until the earlier to occur of the date the capital asset is put into service or the date that it is abandoned or disposed of; plus
	•	interest paid on debt incurred (including periodic net payments under related interest rate swap agreements) and cash distributions paid on equity securities issued, in each case, to pay the construction period interest on debt incurred, or to pay construction period distributions on equity issued, to finance the construction projects described in the immediately preceding bullet; less
	•	all of our cash operating expenditures (including our proportionate share of cash operating expenditures of certain subsidiaries we do not wholly own) after the closing of our initial public offering and the repayment of working capital borrowings, but not (1) the repayment of other borrowings, (2) actual maintenance capital expenditures or expansion capital expenditures, (3) transaction expenses (including taxes) related to interim capital transactions or (4) distributions; less
	•	estimated maintenance capital expenditures and the amount of cash reserves (including our proportionate share of cash reserves of certain subsidiaries we do not wholly own) established by our general partner to provide funds for future operating expenditures.

	Capital Expenditures

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	•	it reduces the risk that actual maintenance capital expenditures in any one quarter will be large enough to make operating surplus less than the minimum quarterly distribution to be paid on all the units for that quarter and subsequent quarters;
	•	it reduces the need for us to borrow under our working capital facility to pay distributions;
	•	it is more difficult for us to raise our distribution on our units above the minimum quarterly distribution and pay incentive distributions to our general partner; and
	•	it reduces the likelihood that a large maintenance capital expenditure in a period will prevent the general partner’s affiliates from being able to convert some or all of their subordinated units into common units since the effect of an estimate is to spread the expected expense over several periods, mitigating the effect of the actual payment of the expenditure on any single period.

	Definition of Capital Surplus

	•	borrowings other than working capital borrowings;
	•	sales of debt and equity securities; and
	•	sales or other dispositions of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or non-current assets sold as part of normal retirements or replacements of assets.

	Characterization of Cash Distributions

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	General

	Definition of Subordination Period

	•	distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
	•	the “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and
	•	there are no arrearages in payment of the minimum quarterly distribution on the common units.

	Early Conversion of Subordinated Units

	•	March 31, 2008 with respect to 25% of the subordinated units outstanding immediately after our initial public offering; and
	•	March 31, 2009 with respect to a further 25% of the subordinated units outstanding immediately after our initial public offering.

	•	distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
	•	the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and
	•	there are no arrearages in payment of the minimum quarterly distribution on the common units.

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	Definition of Adjusted Operating Surplus

	•	operating surplus generated with respect to that period; less
	•	any net increase in working capital borrowings with respect to that period; less
	•	any net reduction in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus
	•	any net decrease in working capital borrowings with respect to that period; plus
	•	any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.

	Effect of Expiration of the Subordination Period

	•	the subordination period will end and each subordinated unit will immediately convert into one common unit;
	•	any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and
	•	our general partner will have the right to convert its general partner interest and, if any, its incentive distribution rights into common units or to receive cash in exchange for those interests.

	•	first, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;
	•	second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;

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	•	third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and
	•	thereafter, in the manner described in “Incentive Distribution Rights” below.

	•	first, 98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and
	•	thereafter, in the manner described in “Incentive Distribution Rights” below.

	•	we have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and
	•	we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

	•	first, 98% to all unitholders, pro rata, and 2% to our general partner, until each unitholder receives a total of $0.4625 per unit for that quarter (the “first target distribution”);
	•	second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $0.5375 per unit for that quarter (the “second target distribution”);
	•	third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $0.6500 per unit for that quarter (the “third target distribution”); and
	•	thereafter, 50% to all unitholders, pro rata, and 50% to our general partner.

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				Marginal Percentage Interest in
				Distributions
		Total Quarterly Distribution Target
		Amount		Unitholders				General Partner
Minimum Quarterly Distribution		$0.4125			98	%			2	%
First Target Distribution		up to $0.4625			98				2
Second Target Distribution		above $0.4625 up to $0.5375			85				15
Third Target Distribution		above $0.5375 up to $0.6500			75				25
Thereafter		above $0.6500			50				50

	How Distributions From Capital Surplus Will Be Made

	•	first, 98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit that was issued in this offering, an amount of available cash from capital surplus equal to the initial public offering price;
	•	second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit, an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and
	•	thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus.

	Effect of a Distribution From Capital Surplus

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	•	the minimum quarterly distribution;
	•	the target distribution levels;
	•	the unrecovered initial unit price; and
	•	the number of common units issuable during the subordination period without a unitholder vote.

	General

	Manner of Adjustments for Gain

	•	first, to our general partner and the holders of units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances;

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	•	second, 98% to the common unitholders, pro rata, and 2% to our general partner, until the capital account for each common unit is equal to the sum of:

	(1) the unrecovered initial unit price;
	(2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; and
	(3) any unpaid arrearages in payment of the minimum quarterly distribution;

	•	third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner until the capital account for each subordinated unit is equal to the sum of:

	(1) the unrecovered initial unit price; and
	(2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs;

	•	fourth, 98% to all unitholders, pro rata, and 2% to our general partner, until we allocate under this paragraph an amount per unit equal to:

	(1) the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less
	(2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98% to the unitholders, pro rata, and 2% to our general partner, for each quarter of our existence;

	•	fifth, 85% to all unitholders, pro rata, and 15% to our general partner, until we allocate under this paragraph an amount per unit equal to:

	(1) the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence; less
	(2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 85% to the unitholders, pro rata, and 15% to our general partner for each quarter of our existence;

	•	sixth, 75% to all unitholders, pro rata, and 25% to our general partner, until we allocate under this paragraph an amount per unit equal to:

	(1) the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less
	(2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we distributed 75% to the unitholders, pro rata, and 25% to our general partner for each quarter of our existence; and

	•	thereafter, 50% to all unitholders, pro rata, and 50% to our general partner.

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	Manner of Adjustments for Losses

	•	first, 98% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2% to our general partner, until the capital accounts of the subordinated unitholders have been reduced to zero;
	•	second, 98% to the holders of common units in proportion to the positive balances in their capital accounts and 2% to our general partner, until the capital accounts of the common unitholders have been reduced to zero; and
	•	thereafter, 100% to our general partner.

	Adjustments to Capital Accounts

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	•	our direct general obligations;
	•	either senior debt securities or subordinated debt securities; and
	•	issued under an indenture between us and the Trustee thereunder.

	•	whether Teekay LNG Finance Corp. will be a co-issuer of the debt securities;
	•	the Subsidiary Guarantors, if any, of the debt securities;
	•	whether the debt securities are senior or subordinated debt securities;
	•	the title of the debt securities;
	•	the total principal amount of the debt securities;
	•	the assets, if any, that are pledged as security for the payment of the debt securities;
	•	whether we will issue the debt securities in individual certificates to each holder in registered form, or in the form of temporary or permanent global securities held by a depository on behalf of the holders;
	•	the prices at which we will issue the debt securities;
	•	the portion of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated;
	•	the currency or currency unit in which the debt securities will be payable, if not U.S. Dollars;
	•	the dates on which the principal of the debt securities will be payable;
	•	the interest rate that the debt securities will bear and the interest payment dates for the debt securities;

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	•	whether the debt securities are convertible into or exchangeable for other securities, and the conversion or exchange rate and other related terms, conditions and features;
	•	any optional redemption provisions;
	•	any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
	•	any changes or additions to events of default or covenants described in this prospectus; and
	•	any other terms of the debt securities.

	Releases

	•	automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interests in the Subsidiary Guarantor;
	•	automatically upon the merger of the Subsidiary Guarantor into us or any other Subsidiary Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or

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	•	following delivery of a written notice by us to the Trustee, upon the release or discharge of all guarantees by the Subsidiary Guarantor of any debt of ours for borrowed money or for a guarantee thereof (other than any series of debt securities under the indenture), except a discharge or release as a result of payment under such guarantees.

	•	the remaining or acquiring entity must be organized under the laws of the Republic of the Marshall Islands, the United States (or any state thereof) or other specified jurisdictions; provided that Teekay LNG Finance Corp. may not merge or consolidate with or into another entity other than a corporation satisfying such organizational requirement for so long as Teekay LNG Partners L.P. is not a corporation;
	•	the remaining or acquiring entity must assume our or such Subsidiary Guarantor’s obligations under the indenture; and
	•	immediately after giving effect to the transaction, no Default or Event of Default (as defined below under “— Events of Default and Remedies”) may exist.

	•	reduce the principal amount of debt securities whose holders must consent to an amendment, supplement or waiver;
	•	reduce the principal or change the fixed maturity of any debt security;

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	•	reduce or waive any premium payable upon redemption of any debt security or alter or waive any other redemption provisions (except as may be permitted in the case of a particular series of debt securities);
	•	reduce the rate, or change the time for payment, of interest on any debt security;
	•	waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the debt securities (except a rescission of acceleration of the debt securities by the holders of at least a majority in aggregate principal amount of the debt securities and a waiver of the payment default that resulted from such acceleration);
	•	except as otherwise permitted under the indenture, release any security that may have been granted with respect to the debt securities;
	•	make any debt security payable in a currency other than that stated in the debt securities;
	•	in the case of any subordinated debt security, make any change in the subordination provisions that adversely affects the rights of any holder under those provisions;
	•	make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of debt securities to receive payments of principal of or premium, if any, or interest on the debt securities;
	•	waive a redemption payment with respect to any debt security (except as may be permitted in the case of a particular series of debt securities);
	•	except as otherwise permitted in the indenture, release any Subsidiary Guarantor from its obligations under its guarantee or the indenture or change any guarantee in any manner that would adversely affect the rights of holders; or
	•	make any change in the preceding amendment, supplement and waiver provisions (except to increase any percentage set forth therein).

	•	to establish the form or terms of any series of debt securities;
	•	to cure any ambiguity, defect or inconsistency;
	•	to provide for uncertificated notes in addition to or in place of certified notes;
	•	to provide for the assumption of our or a Subsidiary Guarantor’s obligations to holders of debt securities in the case of a merger or consolidation or a disposition of all or substantially all of our or a Subsidiary Guarantor’s assets;
	•	in the case of any subordinated debt security, to make any change in the subordination provisions that limits or terminates the benefits applicable to any holder of Senior Indebtedness;
	•	to add or release Subsidiary Guarantors pursuant to the terms of the indenture;
	•	to make any changes that would provide any additional rights or benefits to the holders of debt securities or that do not, taken as a whole, adversely affect the rights under the indenture of any holder of such debt securities;
	•	to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939;
	•	to evidence or provide for the acceptance of appointment under the indenture of a successor Trustee or separate Trustee;

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	•	to add any additional Events of Default; or
	•	to secure the debt securities or any guarantees.

	Events of Default

	•	failure to pay when due the principal of or any premium on any debt security of that series;
	•	failure to pay, within 30 days of the due date, interest on any debt security of that series;
	•	failure to pay when due any sinking fund payment with respect to any debt securities of that series;
	•	failure on the part of us, or any Subsidiary Guarantor that is a “significant subsidiary” of us under SEC regulations, to comply with the covenant described above under “Consolidation, Merger or Asset Sale”;
	•	failure by us or any Subsidiary Guarantor that is a significant subsidiary to perform any other covenant in the indenture that continues for 60 days after written notice is given to us;
	•	certain events of bankruptcy, insolvency or reorganization of us or any Subsidiary Guarantor that is a significant subsidiary of us; or
	•	with respect to any Subsidiary Guarantor that is a significant subsidiary of us:

	•	its guarantee ceases to be in full force and effect, except as otherwise provided in the indenture;
	•	its guarantee is declared null and void in a judicial proceeding; or
	•	the Subsidiary Guarantor denies or disaffirms its obligations under the indenture or its guarantee; or

	•	any other Event of Default provided under the terms of the debt securities of that series.

	Exercise of Remedies

	•	the rescission would not conflict with any judgment or decree already rendered; and
	•	all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

51

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	•	such holder has previously given the Trustee notice that an Event of Default with respect to that series has occurred and is continuing;
	•	holders of at least 25% in principal amount of the outstanding debt securities of that series have requested that the Trustee pursue the remedy;
	•	such holders have offered the Trustee reasonable indemnity or security against any cost, liability or expense;
	•	the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of indemnity or security; and
	•	the holders of a majority in principal amount of the outstanding debt securities of that series have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

	•	conflicts with law;
	•	the Trustee determines is unduly prejudicial to the rights of any other holder; or
	•	would involve the Trustee in personal liability.

	Notice of an Event of Default

52

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	•	irrevocably deposit with the Trustee as trust funds cash in U.S. Dollars, certain U.S. government obligations or a combination thereof, for the payment of principal, premium, if any, and interest on the series of debt securities to redemption or stated maturity, as applicable;
	•	comply with certain other conditions, including that no Default has occurred and is continuing after the deposit in trust, and any additional provisions set forth in the prospectus supplement; and
	•	deliver to the Trustee an opinion of counsel to the effect that holders of the series of debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. In the case of legal defeasance only, such opinion of counsel must be based on a ruling of the U.S. Internal Revenue Service or a change in applicable U.S. federal income tax law.

	(a)	either:

	(1)	deliver all outstanding debt securities of that series to the Trustee for cancellation; or
	(2)	all debt securities of that series not so delivered for cancellation have either become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year, and, in any case, we have irrevocably deposited with the Trustee in trust an amount of cash, certain U.S. government obligations or a combination thereof, in an amount sufficient to pay the entire indebtedness of the debt securities of that series, including for principal, premium, if any, an accrued interest to the date of such deposit (in the case of debt securities that have become due and payable) or to the stated maturity or applicable redemption date, as applicable (in the case of debt securities that have not become due and payable);

	(b)	have paid or ceased to be paid all other sums payable under the indenture; and
	(c)	have delivered an officers’ certificate and an opinion of counsel to the Trustee stating that all conditions precedent to such satisfaction and discharge have been satisfied.

53

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	•	to issue, register the transfer of, or exchange debt securities of a series either during a period beginning 15 business days prior to the selection of debt securities of that series for redemption or repurchase and ending on the close of business on the day of mailing of the relevant notice of redemption or repurchase, or between a record date and the next succeeding interest payment date; or
	•	to register the transfer of or exchange any debt security called for redemption or repurchase, except the unredeemed portion of any debt security we are redeeming or repurchasing in part.

54

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	Subordinated Debt Securities Subordinated to Senior Indebtedness

	Payment Blockages

	•	we or our assets (or, if applicable, any Subsidiary Guarantor or its assets) are involved in any voluntary or involuntary liquidation or bankruptcy;
	•	we fail (or, if applicable, any Subsidiary Guarantor fails) to pay the principal, interest, any premium or any other amounts on any Senior Indebtedness within any applicable grace period or if the maturity of such Senior Indebtedness is accelerated following any other default, subject to certain limited exceptions set forth in the subordinated indenture; or
	•	any other default on any Senior Indebtedness occurs that permits immediate acceleration of its maturity, in which case a payment blockage on the subordinated debt securities will be imposed for a maximum of 179 days at any one time.

	No Limitation on Amount of Senior Debt

55

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	•	DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law and in either event a successor depositary is not appointed by us within 90 days; or
	•	we determine not to require all of the debt securities of a series to be represented by a global debt security.

56

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	Resignation or Removal of Trustee

	Annual Trustee Report to Holders of Debt Securities

	Certificates and Opinions to be Furnished to Trustee

57

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58

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	•	We have not elected and will not elect to be treated as a corporation, and each of our direct or indirect wholly-owned subsidiaries has properly elected to be disregarded as an entity separate from us, for U.S. federal income tax purposes; and
	•	For each taxable year, at least 90% of our gross income will be either (a) income to which the IRS ruling described above applies or (b) of a type that Perkins Coie LLP has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code.

	•	assignees of common units who have executed and delivered transfer applications, and are awaiting admission as limited partners; and

59

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	•	unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their common units will be treated as partners in us for U.S. federal income tax purposes.

60

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	•	interest on indebtedness properly allocable to property held for investment;
	•	our interest expense attributed to portfolio income; and
	•	the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

61

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	•	his relative contributions to us;
	•	the interests of all the partners in profits and losses;
	•	the interest of all the partners in cash flow; and
	•	the rights of all the partners to distributions of capital upon liquidation.

62

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	•	any of our income, gain, loss, deduction or credit with respect to the units may not be reportable by the unitholder who loaned them; and
	•	any cash distributions received by such unitholder with respect to those units may be fully taxable as ordinary income.

63

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64

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	•	a short sale;
	•	an offsetting notional principal contract; or

65

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	•	a futures or forward contract with respect to the partnership interest or substantially identical property.

66

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67

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68

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69

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	(1) for which there is, or was, “substantial authority”; or
	(2) as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

70

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	Taxation of Operating Income

	The 4% Gross Basis Tax

	Net Income Tax and Branch Tax Regime

71

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	The Section 883 Exemption

72

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	Consequences of Possible PFIC Classification

73

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	•	the excess distribution or gain will be allocated ratably over the unitholder’s holding period;
	•	the amount allocated to the current taxable year and any year prior to the first year in which we were a PFIC will be taxed as ordinary income in the current year;
	•	the amount allocated to each of the other taxable years in the unitholder’s holding period will be subject to U.S. federal income tax at the highest rate in effect for the applicable class of taxpayer for that year; and
	•	an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each of these other taxable years.

	Consequences of Possible Controlled Foreign Corporation Classification

74

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75

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	•	Teekay Shipping Limited for the provision of advisory, technical, ship management and administrative services; and
	•	Teekay LNG Projects Ltd., a Canadian subsidiary of Teekay Shipping Corporation, for the provision of strategic advisory and consulting services.

76

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	•	through underwriters or dealers;
	•	through agents;
	•	directly to purchasers; or
	•	through a combination of any such methods of sale.

	•	the offering terms, including the name or names of any underwriters, dealers or agents;
	•	the purchase price of the securities and the proceeds to us from such sale;
	•	any underwriting discounts, concessions, commissions and other items constituting compensation to underwriters, dealers or agents;
	•	any initial public offering price;
	•	any discounts or concessions allowed or reallowed or paid by underwriters or dealers to other dealers;
	•	in the case of debt securities, the interest rate, maturity and any redemption provisions;
	•	in the case of debt securities that are convertible into or exchangeable for other securities, the conversion or exchange rate and other terms, conditions and features; and
	•	any securities exchanges on which the securities may be listed.

	•	at a fixed price or prices that may be changed;
	•	at market prices prevailing at the time of sale;
	•	at prices related to such prevailing market prices; or
	•	at negotiated prices.

77

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78

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79

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U.S. Securities and Exchange Commission registration fee			$	42,800
NASD filing fee				*
Rating agency fees				*
Legal fees and expenses				*
Accounting fees and expenses				*
Printing costs				*
Transfer agent fees				*
Trustee fees				*
	Total		$

*	To be provided in a prospectus supplement or in a Report on Form 6-K subsequently incorporated by reference into this prospectus.

80

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ITEM 8.	Indemnification of Directors and Officers

	(1) its general partner;
	(2) any departing general partner;
	(3) any person who is or was an affiliate of the general partner or any departing general partner;
	(4) any person who is or was an officer, director, member or partner of any entity described in (1), (2) or (3) above;
	(5) any person who is or was serving as a director, officer, member, partner, fiduciary or trustee of another person at the request of the general partner or any departing general partner; or
	(6) any person designated by the general partner.

II-1

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II-2

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Exhibit
Number						Description
	1	.1		—		Form of Underwriting Agreement*
	4	.1		—		First Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. dated as of May 10, 2005, as amended by Amendment No. 1 dated as of May 31, 2006 (incorporated by reference to Exhibit 3.2 to the Report on Form 6-K of Teekay LNG Partners L.P. filed with the Securities and Exchange Commission on August 17, 2006)
	4	.2		—		Form of Senior Indenture
	4	.3		—		Form of Subordinated Indenture
	5	.1		—		Opinion of Watson, Farley & Williams (New York) LLP, relating to the legality of the securities being registered by Teekay LNG Partners L.P. and Teekay LNG Finance Corp. and of the guarantees of Teekay LNG Operating L.L.C., African Spirit L.L.C., Asian Spirit L.L.C. and European Spirit L.L.C.
	5	.2		—		Opinion of Perkins Coie LLP, relating to the validity of debt securities being registered
	5	.3		—		Opinion of Noble & Scheidecker relating to the validity of the guarantee of Luxembourg S.a.r.l.
	5	.4		—		Opinion of Uría, Menéndez y CIA., Abogados, S.C. relating to the validity of the guarantees of Teekay Spain, S.L., Teekay II Iberia S.L., Teekay Shipping Spain, S.L., Naviera Teekay Gas, S.L., Naviera Teekay Gas II, S.L., Naviera Teekay Gas III, S.L. and Naviera Teekay Gas IV, S.L.
	8	.1		—		Opinion of Perkins Coie LLP, relating to tax matters
	8	.2		—		Opinion of Watson, Farley & Williams (New York) LLP, relating to tax matters
	12	.1		—		Ratios of earnings to fixed charges
	15	.1		—		Letter regarding Unaudited Interim Financial Information
	23	.1		—		Consent of Ernst & Young LLP
	23	.2		—		Consent of Watson, Farley & Williams (New York) LLP (contained in Exhibit 5.1)
	23	.3		—		Consent of Perkins Coie LLP (contained in Exhibit 5.2)
	23	.4		—		Consent of Noble & Scheidecker (contained in Exhibit 5.3)
	23	.5		—		Consent of Uría, Menéndez y CIA., Abogados, S.C. (contained in Exhibit 5.4)
	24	.1		—		Powers of Attorney (contained on pages II-8 through II-12)
	25	.1		—		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Senior Indenture
	25	.2		—		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Subordinated Indenture

*	To be filed by amendment or as an exhibit to a Report on Form 6-K of the Registrant that is incorporated by reference into this registration statement.

II-3

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	1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	a. To include any prospectus required by section 10(a)(3) of the Securities Act;
	b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs 1(a), 1(b) and 1(c) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

	2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	4. To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph 4 and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or § 210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
	5. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

	a. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

II-4

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b. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

6. That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	a. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	b. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	c. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	d. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-5

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II-6

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	TEEKAY LNG PARTNERS L.P.
	By: Teekay GP L.L.C., its General Partner

	By:	/s/ Bruce C. Bell

	Name: Bruce C. Bell

	Title:	Secretary

	TEEKAY LNG OPERATING L.L.C.
	By: Teekay LNG Partners L.P., its sole member
	By: Teekay GP L.L.C., its General Partner

	By:	/s/ Bruce C. Bell

	Name: Bruce C. Bell

	Title:	Secretary

	AFRICAN SPIRIT L.L.C.
	By: Teekay LNG Operating L.L.C., its sole member
	By: Teekay LNG Partners L.P., its sole member
	By: Teekay GP L.L.C., its General Partner

	By:	/s/ Bruce C. Bell

	Name: Bruce C. Bell

	Title:	Secretary

	ASIAN SPIRIT L.L.C.
	By: Teekay LNG Operating L.L.C., its sole member
	By: Teekay LNG Partners L.P., its sole member
	By: Teekay GP L.L.C., its General Partner

	By:	/s/ Bruce C. Bell

	Name: Bruce C. Bell

	Title:	Secretary

	EUROPEAN SPIRIT L.L.C.
	By: Teekay LNG Operating L.L.C., its sole member
	By: Teekay LNG Partners L.P., its sole member
	By: Teekay GP L.L.C., its General Partner

	By:	/s/ Bruce C. Bell

	Name: Bruce C. Bell

	Title:	Secretary

II-7

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Signature				Title
/s/ Peter Evensen   Peter Evensen				Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer), Director of Teekay GP L.L.C. and Authorized Representative in the United States
/s/ C. Sean Day   C. Sean Day				Director of Teekay GP L.L.C.
/s/ Bjorn Moller   Bjorn Moller				Director of Teekay GP L.L.C.
/s/ Robert E. Boyd   Robert E. Boyd				Director of Teekay GP L.L.C.
/s/ Ida Jane Hinkley   Ida Jane Hinkley				Director of Teekay GP L.L.C.
/s/ Ihab J.M. Massoud   Ihab J.M. Massoud				Director of Teekay GP L.L.C.
/s/ George Watson   George Watson				Director of Teekay GP L.L.C.

II-8

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	TEEKAY LNG FINANCE CORP.

	By:	/s/ Bruce C. Bell

	Name: Bruce C. Bell
	Title:   Secretary

Signature				Title
/s/ Peter Evensen   Peter Evensen				President and Treasurer (Principal Executive, Financial and Accounting Officer), Director and Authorized Representative in the United States
/s/ Bruce C. Bell   Bruce C. Bell				Director

II-9

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	TEEKAY LUXEMBOURG S.A.R.L.

	By:	/s/ Arthur J. Bensler

	Name: Arthur J. Bensler

	Title:	Authorized Signatory

Signature				Title
Teekay Shipping Corporation
By:		/s/ Arthur J. Bensler   Name: Arthur J. Bensler Title:   Executive Vice President and General Counsel		Manager (Principal Executive, Financial and Accounting Officer)
/s/ Bruno Bagnouls   Bruno Bagnouls				Manager (Principal Executive, Financial and Accounting Officer)
/s/ Dominique Robyns   Dominique Robyns				Manager (Principal Executive, Financial and Accounting Officer)
/s/ Peter Evensen   Peter Evensen				Authorized Representative in the United States

II-10

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	TEEKAY SPAIN, S.L.

	By:	/s/ Peter Evensen

	Name: Peter Evensen

	Title:	Authorized Signatory

	TEEKAY II IBERIA S.L.

	By:	/s/ Peter Evensen

	Name: Peter Evensen

	Title:	Authorized Signatory

	TEEKAY SHIPPING SPAIN, S.L.

	By:	/s/ Peter Evensen

	Name: Peter Evensen

	Title:	Authorized Signatory

	NAVIERA TEEKAY GAS, S.L.

	By:	/s/ Peter Evensen

	Name: Peter Evensen

	Title:	Authorized Signatory

	NAVIERA TEEKAY GAS II, S.L.

	By:	/s/ Peter Evensen

	Name: Peter Evensen

	Title:	Authorized Signatory

II-11

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	NAVIERA TEEKAY GAS III, S.L.

	By:	/s/ Peter Evensen

	Name: Peter Evensen

	Title:	Authorized Signatory

	NAVIERA TEEKAY GAS IV, S.L.

	By:	/s/ Peter Evensen

	Name: Peter Evensen

	Title:	Authorized Signatory

Signature				Title
/s/ Peter Evensen   Peter Evensen				Chairman (Principal Executive, Financial and Accounting Officer), Director and Authorized Representative in the United States
/s/ Arthur J. Bensler   Arthur J. Bensler				Director
/s/ Andrés Luna Abella   Andrés Luna Abella				Director

II-12

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Exhibit
Number						Description
	1	.1		—		Form of Underwriting Agreement*
	4	.1		—		First Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. dated as of May 10, 2005, as amended by Amendment No. 1 dated as of May 31, 2006 (incorporated by reference to Exhibit 3.2 to the Report on Form 6-K of Teekay LNG Partners L.P. filed with the Securities and Exchange Commission on August 17, 2006)
	4	.2		—		Form of Senior Indenture
	4	.3		—		Form of Subordinated Indenture
	5	.1		—		Opinion of Watson, Farley & Williams (New York) LLP, relating to the legality of the securities being registered by Teekay LNG Partners L.P. and Teekay LNG Finance Corp. and of the guarantees of Teekay LNG Operating L.L.C., African Spirit L.L.C., Asian Spirit L.L.C. and European Spirit L.L.C.
	5	.2		—		Opinion of Perkins Coie LLP, relating to the validity of debt securities being registered
	5	.3		—		Opinion of Noble & Scheidecker relating to the validity of the guarantee of Luxembourg S.a.r.l.
	5	.4		—		Opinion of Uría, Menéndez y CIA., Abogados, S.C. relating to the validity of the guarantees of Teekay Spain, S.L., Teekay II Iberia S.L., Teekay Shipping Spain, S.L., Naviera Teekay Gas, S.L., Naviera Teekay Gas II, S.L., Naviera Teekay Gas III, S.L. and Naviera Teekay Gas IV, S.L.
	8	.1		—		Opinion of Perkins Coie LLP, relating to tax matters
	8	.2		—		Opinion of Watson, Farley & Williams (New York) LLP, relating to tax matters
	12	.1		—		Ratios of earnings to fixed charges
	15	.1		—		Letter regarding Unaudited Interim Financial Information
	23	.1		—		Consent of Ernst & Young LLP
	23	.2		—		Consent of Watson, Farley & Williams (New York) LLP (contained in Exhibit 5.1)
	23	.3		—		Consent of Perkins Coie LLP (contained in Exhibit 5.2)
	23	.4		—		Consent of Noble & Scheidecker (contained in Exhibit 5.3)
	23	.5		—		Consent of Uría, Menéndez y CIA., Abogados, S.C. (contained in Exhibit 5.4)
	24	.1		—		Powers of Attorney (contained on pages II-8 through II-12)
	25	.1		—		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Senior Indenture
	25	.2		—		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Subordinated Indenture

*	To be filed by amendment or as an exhibit to a Report on Form 6-K of the Registrant that is incorporated by reference into this registration statement.