TCRLA_Public/041229.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                    L A T I N   A M E R I C A

          Wednesday, December 29, 2004, Vol. 5, Issue 257



ALTAMIRA S.A.: Begins Liquidation
AZEGAL S.R.L.: Court OKs Creditor's Bankruptcy Call
CALOVETO S.A.: Enters Bankruptcy on Court Orders
CAPEX: S&P Issues Ratings Report

CELIA S.A.: Enters Bankruptcy on Court Orders
COMPANIA MEGA: S&P Raises Ratings To 'B'
FAEL S.A.: Liquidates Assets to Pay Debts
FRIGOFRUIT S.A.: Files Petition to Reorganize
GRUPO FARMAVIDA: Court Designates Trustee For Bankruptcy

GUSTAVO LOPEZ: Bankruptcy Process Begins By Court Order
HIDROELECTRICA PIEDRA: Fitch Confirms B(arg) Rating
LITTLE PALACE: Court Authorizes Reorganization
LUMICOM S.A.: Court Appoints Trustee for Reorganization
MOLINOS RIO: Fitch Affirms Company At 'B-'

PETROBRAS ENERGIA: To Participate in the "Foninvemem"
YPF: Fitch Affirms International Ratings At 'BB'


CSN: Approves New Buy Back of Common Shares
DVI INC.: Fitch Withdraws Brazilian Lease Securitization
SADIA: Ratings Unaffected By Buy Says S&P
TCP: Announces Capital Increase Through Share Subscription

D O M I N I C A N   R E P U B L I C

CDEEE: Strikes $90M Financing Deal With Canada


BANCO INDUSTRIAL: Fitch Assigns Ratings; Stable Outlook


CYDSA: Misses $7.5M Interest Payment
TV AZTECA: S&P Withdraws Ratings
XIGNUX: S&P Affirms Local, Foreign Currency Ratings


LANPERU: Appeals Court Lifts Suspension Order

T R I N I D A D   &   T O B A G O

BWIA: PM Gives Board Ultimatum to Resolve Woes
NWRHA: Firing of Pharmacist Deemed Illegal by High Court

     -  -  -  -  -  -  -  -


Argentina's flag carrier Aerolineas Argentinas (AR.YY) began
making its third and final debt payment Monday as planned,
reports Dow Jones Newswires. With the payment, the Company
completes a restructuring deal approved by creditors two years

The Company, whose controlling shareholder is a consortium
headed by Spanish travel group Marsans (GMSN.YY), filed for
bankruptcy in June 2001, burdened by heavy debts and labor
disputes. In late 2002, it reached a restructuring agreement
with the majority of its creditors for ARS3.5 billion
($1=ARS2.99) in debt.

The last payment, of ARS245.7 million, is the final hurdle
before Aerolineas Argentinas can float its shares on the local
stock exchange. The previous payments were made in March and
December of 2003.

"Aerolineas is now up to date with its suppliers. We don't have
any loans. And with the restructuring behind us, the next goal
is to be listed on the (Buenos Aires) Stock Exchange, which we
will do in the coming months," Julio Scaramella, a Company
spokesman said.

Aerolineas estimates that this year's revenue will total more
than USD$900 million, with an operating profit of USD$50

          Torre Bouchard 547, 1106 Buenos Aires, ARGENTINA
          Phone: (54-11) 4310-3000
          Fax: (54-11) 4310-3585
          Home Page:

ALTAMIRA S.A.: Begins Liquidation
Grupo Editor Altamira S.A. of Buenos Aires will begin
liquidating its assets after Court No. 13 declared the Company
bankrupt. Infobae reveals that the bankruptcy process will
commence under the supervision of Court-appointed trustee, Ruben
Nestor Acosta.

The trustee will review claims forwarded by the Company's
creditors until March 8, 2005. Clerk No. 25 assists the Court on
this case.

CONTACT: Mr. Ruben Nestor Acosta
         Tucuman 1545
         Buenos Aires

AZEGAL S.R.L.: Court OKs Creditor's Bankruptcy Call
Azegal S.R.L. entered bankruptcy after Buenos Aires Court No. 19
approved a bankruptcy motion filed by AADI Capif Asociacion
Civil Recaudadora, reports La Nacion. The Company's failure to
pay $17,025.84 in debt prompted the association to file the

Working with Dr. Mazzoni, the city's Clerk No. 37, the
Company assigned Ms. Irma Aguilera as trustee for the bankruptcy
process. The trustee's duties include the authentication of the
Company's debts and the preparation of the individual and
general reports. Creditors are required to present their proofs
of claim to the trustee before March 2, 2005.

The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.

CONTACT: Azegal S.R.L.
         San Martin 961
         Buenos Aires

         Irma Aguilera
         Luis Saenz Oena 1690, piso 1 "3"
         Buenos Aires

CALOVETO S.A.: Enters Bankruptcy on Court Orders
Caloveto S.A. will enter bankruptcy protection after Buenos
Aires Court No. 23, with the assistance of Clerk No. 45, ordered
its liquidation. The bankruptcy order effectively transfers
control of the Company's assets to the Court-appointed trustee
who will supervise the liquidation proceedings.

Infobae reports that the Court selected Mr. Anibal Daniel Osuna
as trustee. He will be verifying creditors' proofs of claim
until March 2, 2005.

Argentine bankruptcy law requires the trustee to provide the
Court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on April 15, 2005, followed by the general report, which is due
on May 30, 2005.

CONTACT: Mr. Anibal Daniel Osuna
         Mercedes 3259
         Buenos Aires

CAPEX: S&P Issues Ratings Report

Standard & Poor's Ratings Services' 'D' rating on Argentine
power generator CAPEX S.A. reflects the Company's decision to
suspend payments of principal on its financial debt during 2002.

CAPEX operates a 672 MW, natural gas-fired plant in Argentina.
The Company's business and financial profile significantly
eroded since 2002 mainly because of the indirect pesification of
electricity prices in Argentina, combined with the Argentine
peso's strong devaluation. Although CAPEX engages in
nonregulated businesses, such as crude oil exploration and
production and liquefied petroleum gas and gasoline production,
power generation (partly fueled by its own gas reserves)
continues to be the Company's core business (about 60% of
sales). The Argentine government's indirect pesification of
electricity prices, which decreased to about US$9 per megawatt-
hour (MWh) in 2002 and US$13 per MWh in 2003, from about US$23
per MWh in 2001, created a strong imbalance between the
Company's highly peso-related cash generation and the evolution
of its mostly U.S. dollar-denominated financial debt, which
reached US$290.8 million in October 2004. As a result of this
situation, the Company's leverage increased from 52% as of April
2001 to 73.8% as of October 2004.

Because of the pesification and freeze of electricity tariffs
charged by distribution companies to end-users, the energy price
(seasonal price) that is passed through to end-users (and
remitted to Cammesa, the wholesale electricity market
administrator, who then pays the generators) is not enough to
cover generation costs, especially during winter when more
higher -cost thermal power generators are dispatched. In this
context, the country's secretary of energy issued Resolution 240
in August 2003 reducing the spot price for electricity to a
level equal to the variable cost of the next natural gas-fired
unit to be dispatched into the pool system. Thus, the variable
cost incurred by power generators that need to burn fuel no
longer has any influence in determining the spot price. Before
the resolution, the electricity price was set relative to the
next generating unit to be dispatched, regardless of fuel. This
measure further deteriorated the financial condition of
Argentine power generators. However, in spite of Resolution 240,
the funds remitted to Cammesa continued to be insufficient to
cover power generation costs. As a result, power generators
(mainly hydro generators) are not collecting 100% of their sales
and are accruing growing credits with Cammesa, which are
periodically reduced thanks to loans from the government to
Cammesa. Through Resolution 1427 dated Dec. 6, 2004, the
Secretary of Energy offered power generators to apply at least
65% of the uncollected sales for January 2004 through December
2006 as an equity contribution into a fund (FONINVEMEM) that
will finance the construction of new thermal power generation
plant of at least 800 MW. The Argentine government will mainly
provide the cash that will finance the construction of the new
power generation capacity. In exchange, the Secretary of Energy
is committed to gradually increase electricity prices in the
next few years and to return to the marginal cost system defined
by Law 24.065 after the start-up of the new power generation

The decreasing capacity reserves of the Argentine electricity
industry as a result of the strong increase in electricity
demand since second-half 2002, combined with a low availability
of water and natural gas to generate electricity, resulted in
interruptions to interruptible customers during first-quarter
2004. Despite some mitigating measures taken by the Argentine
government (such as importing natural gas from Bolivia and
importing fuel oil for thermal generation), thermal power
generators could be affected by a low availability of natural
gas during longer period throughout the year compared with
shortages mainly during the peak winter season years before.
However, CAPEX is protected from such risk because part of the
plant's natural gas consumption comes from its own natural gas
reserves. In addition, CAPEX's operating margins have already
improved in the six months ended October 2004 and is projected
to continue improving due to the higher electricity prices in
May 2004 through July 2005 to large users as a consequence of
the natural gas price-increase path established between the
government and producing companies.

CAPEX's primary business is generating electricity in the
Comahue region in southwestern Argentina. Its thermal plant,
with six gas-fired units and one steam unit, has an installed
nominal capacity of 672 MW, representing about 3% of total
installed capacity in the Sistema Argentino de Interconexi˘n.
CAPEX is controlled by Compa¤Ħa Asociadas Petroleras S.A.
(CAPSA) through a 60% ownership stake, with the rest trading on
the Buenos Aires and Luxembourg stock exchanges. CAPSA is a
privately owned Company that explores for, develops, produces,
and sells oil.


CAPEX's financial flexibility and liquidity position are
severely restricted because of the Company's current default
situation. As of Oct. 31 2004, the Company had US$290.8 million
in financial debt while cash reserves reached only US$11.2
million. CAPEX's liquidity will remain constrained until the
Company restructures its debt profile and electricity prices in
Argentina significantly increase. The Company has shown
significant progress on its debt restructuring process by
refinancing US$40 million debt in March 2004, which is now due
in 36 quarterly installments from Jan. 30, 2005 and by reaching
a preliminary agreement in December 2004 with an important
portion of debtholders of most of the remaining US$250.8 million

Primary Credit Analyst: Sergio Fuentes, Buenos Aires
(54) 114-891-2131;

CELIA S.A.: Enters Bankruptcy on Court Orders
Celia S.A. will enter bankruptcy protection after Buenos Aires
Court No. 20, which is assisted by Clerk No. 40, ordered the
Company's liquidation. The bankruptcy order effectively
transfers control of the Company's assets to the Court-appointed
trustee who will supervise the liquidation proceedings.

Infobae reports that the Court selected Mr. Francisco Cipriotti
as trustee. She will be verifying creditors' proofs of claim
until April 8, 2005.

Argentine bankruptcy law requires the trustee to provide the
Court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on May 20, 2005, followed by the general report, which is due on
July 5, 2005.

CONTACT: Mr. Francisco Cipriotti, Trustee
         Avda Belgrano 615
         Buenos Aires

COMPANIA MEGA: S&P Raises Ratings To 'B'
Standard & Poor's Rating Services raised its ratings on
Argentina-based Compania MEGA S.A. to 'B' from 'CCC+' due to the
project's outstanding operational and financial performance in
2004, coupled with an improved financial profile due to the
early cancellation of financial debt during the year. The
outlook is stable.

"Standard & Poor's considers that there are economic incentives
for early cancellation of MEGA's outstanding senior secured
notes given the project's sound performance and the benefits for
the sponsors in line with the guarantees and put-options
included in the financial guarantee provided by the sponsors,"
said Standard & Poor's credit analyst Pablo Lutereau. "Although
government intervention in 2005 cannot be discarded,
particularly in the context of a deeper energy crisis than the
one experienced in 2004, Standard & Poor's considers that the
most probable effect would not be significant to materially
affect the project's financial performance should the current
favorable pricing scenario persist," he added.

The ratings on MEGA reflect the risks associated with operating
in the country's unsettled economic and social environment,
particularly the potential risks of higher governmental
intervention in light of the current natural gas crisis in

The ratings also reflect the Company's exposure to market price
volatility. However, those risks are partially offset by a
strong export revenue base (more than 60% of MEGA's revenues),
the strong parent support, and the project's sound operating

In fiscal 2003 and the first nine months of operation in 2004,
MEGA showed a sound financial performance due to the unusually
high prices for the products sold by the Company, the high
levels of production reached, and the positive effect of the
peso devaluation on the Company's operations. As a result, Mega
reported a high 3.38x debt service coverage ratio (DSCR) for
2003 and DSCR above 2.50x is expected for 2004. Standard &
Poor's expects the DSCR to remain adequate, even under lower
international prices for the Company's products, mainly due to
the adequate cost structure of the project and the improved
financial profile resulting from the lower indebtedness.

The stable outlook reflects Standard & Poor's opinion that the
Company's strong operating and financial performance and higher
degree of parent support would be enough to mitigate increasing
uncertainties originated by the natural gas crisis in Argentina
and the potential government intervention.

MEGA is an operating project involving a natural gas separation
plant, a pipeline, and a gas fractionation facility devoted to
the separation of natural gas into ethane, butane, natural
gasoline, and liquefied petroleum gas (LPG). YPF S.A. (38%),
Brasoil Alliance Co. (34%), and Dow Investment Argentina S.A.
(28%) own MEGA. MEGA commenced operations in 2001.

FAEL S.A.: Liquidates Assets to Pay Debts
Buenos Aires-based Fael S.A. will begin liquidating its assets
following the pronouncement of the city's Court No. 20 that the
Company is bankrupt, reports Infobae.

The bankruptcy ruling places the Company under the supervision
of Court-appointed trustee, Roberto Leibovicius. The trustee
will verify creditors' proofs of claim until March 23, 2005. The
validated claims will be presented in Court as individual
reports on May 6, 2005.

Mr. Leibovicius will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on June 21, 2005.

The bankruptcy process will end with the disposal Company assets
in favor of its creditors.

CONTACT: Mr. Roberto Leibovicius, Trustee
         Tucuman 1585
         Buenos Aires

FRIGOFRUIT S.A.: Files Petition to Reorganize
Frigofruit S.A. filed a "Concurso Preventivo" motion, reports La
Nacion. The Company is seeking to reorganize its finances
following cessation of debt payments since Jan. 11, 2002. The
Company's case is pending before Court No. 7, under Judge
Gutierrez Cabello, who is assisted by Clerk No. 13 Dr. O'Reilly.

CONTACT: Frigofruit S.A.
         Avda San Martin 5830
         Buenos Aires

GRUPO FARMAVIDA: Court Designates Trustee For Bankruptcy
Buenos Aires accountant Gabriel Jorge Churin was named trustee
for the bankruptcy of local Company Grupo Farmavida S.A. relates
Infobae. The city's Court No. 24 handles the Company's case.

The trustee will verify creditors' claims until March 7 next
year, the source adds. After that, he will prepare the
individual reports, which are to be submitted to the Court on
April 18, 2005. The general report should follow on May 31,

CONTACT: Grupo Farmavida S.A.
         Godoy Cruz 2771
         Buenos Aires

         Mr. Gabriel Jorge Churin, Trustee
         Sarmiento 731
         Buenos Aires

GUSTAVO LOPEZ: Bankruptcy Process Begins By Court Order
Buenos Aires Court No. 16 declared Gustavo C. Lopez y Cia S.A.
"Quiebra," reports Infobae. The declaration signals the Company
to proceed with the bankruptcy process, which will close with
the liquidation of its assets.

The Court, assisted by Clerk No. 31, appointed Ms. Lidia Roxana
Martin, as trustee who will authenticate proofs of claim until
Feb. 24, 2005.

Afterwards, the trustee will prepare the individual reports
based on the results of the authentication and then submit these
reports to Court on April 11, 2005. After these results are
processed in Court, the trustee will then submit the general
report on May, 24, 2005.

CONTACT: Ms. Lydia Roxana Martin, Trustee
         Cordoba 1352
         Buenos Aires

HIDROELECTRICA PIEDRA: Fitch Confirms B(arg) Rating
Fitch Argentina Calificadora de Riesgo S.A. confirmed the B(arg)
rating assigned to four series of debentures totaling US$162
million issued in June in this year by hydro generator
Hidroelectrica Piedra del Aguila S.A. (HPDA).

Business News Americas reports that the outlook is stable.

The new structure gives HPDA greater flexibility in facing its
obligations, the credit ratings agency said.

HPDA is a private hydroelectric generator in Argentina. Formed
through the reorganization of the state-owned hydroelectric
Company in 1993, the Company currently holds a government
concession until December 29, 2023 to operate a hydroelectric
complex and to use related water resources in Piedra del Aguila
for the generation and sale of electricity.

LITTLE PALACE: Court Authorizes Reorganization
Buenos Aires Court No. 26 authorized Little Palace S.A. to start
its reorganization process.

According to Infobae, the Court, which is assisted by Clerk No.
51, granted the Company's "Concurso Preventivo" motion,
appointing Mr. Pablo Amante as trustee.

Creditors have until Feb. 28, 2005 to submit their proofs of
claim to the trustee, who will verify these claims and submit
them to Court as individual reports on April 13, 2005. After
these reports are processed in Court, the trustee will then
prepare the general report and submit it to Court on May 26,

The informative assembly, the last stage of a reorganization
process, will be held on Sept. 28, 2005.

CONTACT: Little Palace S.A.
         Guemes 3856
         Buenos Aires

         Mr. Pablo Amante, Trustee
         Lavalle 1537
         Buenos Aires

LUMICOM S.A.: Court Appoints Trustee for Reorganization
Lumicom S.A., a Company operating in Buenos Aires, is ready to
start its reorganization after Court No. 18 appointed Mr.
Gustavo Daniel Micciullo to supervise the proceedings as
trustee. Clerk No. 36 assists the Court on this case.

An Infobae report states that Mr. Micciullo will verify
creditors claims until April 8, 2005. Afterwards, he will
present these claims as individual reports for final review by
the Court on May 20, 2005. Mr. Micciullo will also provide the
Court with a general report pertaining to Lumicom's
reorganization on July 5, 2005.

CONTACT: Mr. Gustavo Daniel Micciullo, Trustee
         Avda Cordoba 1417
         Buenos Aires

MOLINOS RIO: Fitch Affirms Company At 'B-'
Fitch Ratings has affirmed Molinos Rio de la Plata, S.A.
(Molinos) international scale local currency rating at 'B-'. The
rating also applies to Molinos' senior secured export notes
(SENs). The Rating Outlook is Stable.

The ratings reflect the Molinos' ability to earn dollar-based
revenues through exports. The ratings also reflect a leading
business position in domestic branded food products. Molinos'
strategy is based on developing complementary crushing
activities and branded food products manufacturing activities.
The ratings are constrained by the cyclicality of operations due
to the volatility of crushing margins, high leverage and foreign
currency exposure resulting from the Company's mostly dollar-
denominated debt.

Following the Argentine peso devaluation of 2001, the Company
increased its focus on foreign markets, consolidating various
export-oriented businesses and expanding its crushing and
merchandising activities. In recent years, oilseed crushing
operations, which are primarily oriented to the export market,
have continually grown in importance, accounting for 62% of
revenues during the first nine months of 2004 compared to 50% in
2003 and 25% in 2002. For the first nine months of 2004, total
exports reached US$424 million and accounted for 70% of
revenues. While Molinos' business re-orientation has boosted
dollar-revenues, the volatility of the business has increased
and margins have declined.

As the Argentine economy recovers, the Company's strategy also
remains focused on strengthening its branded food businesses.
The Company has continued to consolidate its business position
in domestic branded foods with small acquisitions such as that
of Jugos Minerva, a lemon juice producer, for US$3 million.
Molinos is also increasingly looking at opportunities to enhance
exports of branded products. Last August 2004, Molinos created a
joint venture with Corpora Tresmontes, a Chilean food Company,
for the manufacturing of branded oil in Argentina for sale in

During the first nine-months of 2004, revenues grew by 39%
driven by higher exports and the integration during the second
quarter of 2003 of the purchase of the remaining 50% of Pecom
Agra S.A. Exports grew by 62% and sales of branded products in
the domestic market grew by 6%. In the domestic market,
consumption has continued to recover, translating into higher
volumes and margins of branded products and the recovery of
premium brands. Nevertheless, margins of branded products remain
below pre-devaluation levels due to the high component of
dollar-denominated inputs in the cost structure, which have only
been partially translated to consumer prices.

EBITDA and profitability have deteriorated in 2004 due to the
Company's ongoing shift to lower-margin commodity export
activities and higher energy costs. For the first nine months of
2004, EBITDA declined to US$42 million from US$49 million for
the comparable period in 2003. Break-even margins in the
crushing of sunflower seeds and lower margins in soybeans due to
poor harvests have also affected profitability and cash flows.

Molinos is at present undertaking a substantial capacity
expansion of its oilseed crushing and logistics operations with
the construction of a port and the expansion of the San Lorenzo
crushing plant, which will triple capacity at the facility. With
this project, at a total US$90 million cost and expected to be
completed by mid-2005, the Company is seeking to strengthen its
business position in soybean crushing. Molinos is also investing
US$10 million in the expansion of a pasta plant and another
US$10 million in a bottled-oil plant in Peru. These investments
have been financed with internal cash flows. Last October 2004,
Molinos announced the sale of its bottled oil operations in
Russia to Bunge Limited for US$19.3 million.

Total debt at Sept. 30, 2004 was US$240 million, unchanged from
Dec. 31, 2003. Approximately 85% of the debt was dollar-
denominated and 83% was due in the short-term (largely pre-
export financing). Total debt was composed of the following:
US$25 million outstanding balance on the SENs, US$110 million of
pre-export financing (including a US$60 million 3-year revolving
loan from the International Finance Corporation due 2006) and
US$105 million of loans with local and foreign banks. Liquidity
is adequate with US$42 million of cash and marketable securities
at Sept. 30, 2004.

Leverage remains high at 4.3x total debt to EBITDA for the first
nine months of 2004. The interest coverage, however, has
improved to 4x from 3x during 2003 despite lower EBITDA
generation because the cost of funding for Molinos has declined
substantially this year.

Molinos is one of Argentina's largest food companies and
exporters of oilseeds, and the country's largest exporter of
bottled oil. The Company is also Argentina's largest branded
food products manufacturer. Molinos produces a wide range of
packaged foods for domestic consumption, including bottled oil,
margarine, pasta, premixes, packaged flour, yerba mate, rice,
cold cuts and frozen foods. The Company's controlling
shareholder is Perez Companc Family Group (PCFG) with a 64%
stake. The remaining stock trades publicly in the local stock

PETROBRAS ENERGIA: To Participate in the "Foninvemem"
Petrobras Energia Participaciones S.A. (Buenos Aires: PBE,
NYSE:PZE), controlling Company with a 98.21% stake in Petrobras
Energia S.A. (Buenos Aires: PESA), informs that Petrobras
Energia S.A. has decided to participate in the "Fund for
Investments required to Increase the Supply of Electric Power in
the Wholesale Electricity Market" ("Fondo para Inversiones
Necesarias que Permitan Incrementar la Oferta de Energia
Electrica en el Mercado Electrico Mayorista" - (FONINVEMEM))
created under Resolution N. 712/04 of the Argentine Secretariat
of Energy.

In view of the need to increase the available supply of electric
power generation in Argentina, the FONINVEMEM funds will be used
to build a new combined cycle generation plant with commercial
operations estimated to begin by the year 2007.

The Company has accepted to participate with 65% of the credit
balances resulting from the 2004-2006 period between Genelba and
Hidroelectrica Pichi Picun Leufu electric power generation
plants and Compania Administradora del Mercado Electrico
Mayorista S.A. (CAMMESA) with respect to the margin between the
energy sale price and the variable generation cost attributable
to each unit in the market.

Total credit balances for 2004 fiscal year amount to US$7.5
million. Likewise, the total contribution estimated for the
2004-2006 period would amount to US$35 million, accounting for
approximately 8% of the principal of the fund. The final amount
will depend, among other factors, on the dispatch by CAMMESA of
the Company's generation units.

          Maipu 1, Piso 22
          (1084) Buenos Aires, Argentina

YPF: Fitch Affirms International Ratings At 'BB'
Fitch Ratings has affirmed the senior unsecured local and
foreign currency ratings of YPF S.A. (YPF) at 'BB' and the
Argentina national scale rating at 'AAA(arg)'. The Rating
Outlook is Stable.

The assigned ratings incorporate the benefits of YPF's ownership
structure, solid operating performance and credit protection
measures, and proven hard currency-generating ability. Credit
indicators through September 2004 are again at record levels,
with EBITDA/interest coverage of 46.9 times (x), EBITDA-
CAPEX/interest coverage of 35.0x, total debt/EBITDA of 0.2x and
a total debt to capitalization ratio of 8.8%. Although the
Company's credit indicators suggest rating levels higher than
those assigned, the Argentine sovereign's credit profile
continues to constrain YPF's standalone credit ratings.
Nonetheless, strong credit fundamentals, coupled with the
Company's cash flow and export capabilities, mitigate exposure
to transfer and convertibility risk, allowing YPF to be rated
multiple notches above the Argentine country ceiling of 'B-'.

Importantly, the Company remains exposed to the risks of
intervention by the sovereign. The Argentine government's
decision earlier this year to raise export taxes on crude oil to
25% from 20% and on liquefied petroleum gas to 20%, and to
introduce a 5% export tax rate on gasoline underlines the
Argentine government's readiness to use its discretion to
interfere in the energy sector. YPF may be subject to additional
government interference, such as further changes in retention
rates and taxes or imposing transferability or exchange controls
on hard currency, which could reduce the amount of U.S. dollar
cash flow that is available to meet financial obligations.

As further example, the government is directing the expansion
Transportadora Gas del Norte (TGN) and Transportadora Gas del
Sur (TGS) pipelines by 4.7 million per day from July 2005
onwards. The investment in the expansion of TGN's pipeline is
estimated at US$169 million, and will be financed by Repsol YPF
(US$100 million), BNDES (US$31 million), Banco Nacion (US$27
million), and TGN (US$11 million). The actions by the Argentine
government illustrate its willingness to pressure private sector
companies to make investment decisions regardless of commercial

At this time, the likelihood or level of further interference is
uncertain, although these risks could ease if the Argentine
government reaches an agreement with creditors and the
International Monetary Fund (IMF).

Despite the underlying sovereign turbulence, YPF's credit
profile not only remains strong, but has actually improved
substantially. The strong international oil price environment,
coupled with cost reduction initiatives, benefits from the ARP's
devaluation and improved value-added downstream export flows,
contributed to a 5% rise in third quarter 2004 (3Q'04) EBITDA to
ARP7.5 billion from ARP7.2 billion. Net income during this
period totaled ARP3.9 billion, compared to an ARP3.3 billion
though 3Q'03. The strong cash generation was accompanied by a
US$277 million reduction in total debt, further strengthening
credit protection measures.

Even though YPF's debt is technically non-recourse to Repsol
YPF, the assigned ratings assume a strong level of support by
the parent Company, reflecting YPF's importance in the overall
group strategy. The acquisition of YPF resulted in a more
balanced integrated business mix for Repsol YPF, correcting the
historical bias towards downstream operations. Through September
2004, YPF accounted for just under half of Repsol YPF's EBITDA
but only 8% of the group's consolidated leverage. Repsol YPF has
recently changed the terms of its medium term note program,
under which YPF no longer qualifies as a principal subsidiary in
connection with the cross-default clause. Although existing
bonds remain subject to cross-default, this is no longer
expected to be the case going forward, limiting required support
from Repsol YPF.

YPF S.A. is an integrated oil and gas Company engaged in
exploration, development and production of hydrocarbons as well
as the refining, marketing, transportation and distribution of
oil and a wide range of petroleum products, oil derivatives,
petrochemicals and liquid petroleum gas. The Company is a
subsidiary of Spain's Repsol YPF (rated 'BBB', Outlook Stable by

CONTACT:  Jason T. Todd +1-312-368-3217, Chicago
          Ana Paula Ares, +5411-5235-8121, Buenos Aires

MEDIA RELATIONS: Brian Bertsch +1-212-908-0549, New York


CSN: Approves New Buy Back of Common Shares
Companhia Siderurgica Nacional approved new buy back of its
common shares, as of December 22, 2004, in order to remain in
treasury and subsequent sale or cancellation.

Such buy back shall be in compliance with the following terms
and conditions, pursuant to CVM Instruction No. 10/80:

I.   Amount of the Shares of the Buy Back: up to 5,000,000
common shares.

II.  Term: 180-day period, as of December 22, 2004, terminating
on June 19, 2005.

III. Amount of the Free Float (excluding the shares held by the
controlling shareholder): 153,568,682.

IV.  Amount of the Shares in Treasury: 10,023,599.

V.   Place of the Buy Back: Bolsa de Valores de Sao Paulo -
BOVESPA ("Bovespa").

VI.  Maximum Price of the Shares: the purchase price of the
common shares shall not be higher than its market price in

VII. Stock Brokers: Ita£ S.A. Corretora de Valores S.A., Pactual
CTVM S.A. and Credit Suisse First Boston CTVM S.A.

         Luciana Paulo Ferreira, Investor Relations
         Tel: 5511 3049-7591
         Web site:

DVI INC.: Fitch Withdraws Brazilian Lease Securitization
Fitch Ratings has withdrawn the ratings on MSF Funding LLC,
series 2000-1 following the transaction's prepayment on the Dec.
27, 2004 payment date. MSF Funding LLC was a securitization of
medical equipment leases originated from Medical Systems Finance
S.A. (MSF) and Healthcare Systems Finance (HSF), Brazilian
subsidiaries of DVI Inc. (DVI). Since the declaration of an
early amortization event in August 2003, the structure had been
benefiting from fully sequential amortization as well as an
accumulation of excess cash flows in a reserve account.

As of December of this year the reserve accounts totaled
approximately $4.82 million, and fully defeased the outstanding
Fitch-rated debt of $4.81 million. The reserve account was held
by JP Morgan Chase, acting as trustee, in a bankruptcy remote
account for the benefit of noteholders. The defeasance
contributed to MSF's announcement in mid-December of its
intention to repay the remaining balance on the notes on the
next payment date, Dec. 27, 2004.

The transaction's history is noteworthy given that the structure
successfully weathered several stresses, in particular, currency
devaluation and sovereign crisis as well as the bankruptcy of
the U.S. parent, DVI. The sovereign crisis was expected to
produce increased defaults on the underlying leases. As of Dec.
1, 2004, however, the accumulated loss on the portfolio was a
surprisingly low 2.6%, and over 90% of the leases remained
current. Similarly, concerns over shared expertise and
operational platforms between the bankrupt parent and its
Brazilian subsidiary never transformed into material servicing
or liquidity issues.

CONTACT: Sam Fox +1-312-606-2307, Chicago
         Greg Kabance +1-312-368-2052, Chicago

MEDIA RELATIONS: Sandro Scenga +1-212-908-0278, New York

SADIA: Ratings Unaffected By Buy Says S&P
Standard & Poor's Ratings Services said Thursday that the
acquisition of 100% of So Frangos Produtos Alimenticios Ltda (So
Frango) by Sadia S.A (Sadia; LC: BB/Stable/--; FC: BB-/Stable/--
) for $26.5 million (approximately Brazilian reais [BrR] 71
million at an exchange rate of BrR2.68 per $1.0) will not have
an immediate effect on the ratings or outlook on the Company.
The acquisition (still subject to approval by antitrust
authorities) and the required cash disbursement should not
affect Sadia's creditworthiness given its strong cash-flow
generation and liquidity (EBITDA of approximately $220 million
accumulated in the nine months ended Sept. 30, 2004, and cash
reserves of $832 million as of September 2004). In addition, So
Frango is expected to generate BrR220 million on gross revenues
this year and will add 150,000 birds daily, equivalent to
approximately 10% of Sadia's current production. The acquisition
is positive to the Company's business profile as it will improve
Sadia's market share in Brazil chicken production to 14% and
reinforce its regional presence in the Midwestern region of the

TCP: Announces Capital Increase Through Share Subscription
Telesp Celular Participacoes S.A. (TCP) announced Monday, based
on information provided by Banco ABN Amro Real S.A., the
registrar for the Company's shares, (i) the number of remaining
TCP common shares (ON), preferred shares (PN) and American
Depositary Shares (ADSs), subscribed for in the Brazilian and
U.S. markets, respectively, during the first reoffering round of
unsubscribed shares, which began on December 21, 2004 and ended
on December 23, 2004, (ii) the total number of shares subscribed
in the Brazilian and U.S. markets through December 23, 2004, and
(iii) the number of remaining unsubscribed shares that are
available for subscription in the second reoffering round by TCP
shareholders who subscribed shares during the first reoffering
round and indicated an interest in subscribing for additional

First Reoffering Round - Shares Subscribed - Brazilian and U.S.

Common Shares (%)(1) Preferred Shares(%)(2)    TOTAL     (%)(3)

6,782,833,394         5,255,577,802         12,038,411,196
              98.69%                  93.79%              96.49%

  Summary of Rights Offering Results until December 23, 2004
(Initial Preemptive Rights Exercise Period + First Reoffering

Common Shares   (%)(1)  Preferred      (%)(2)    TOTAL    (%)(3)

143,423,215,342        266,917,863,944       410,341,079,286
                99.94%                  99.87%            99.89%

Unsubscribed Shares Available for Subscription
from December 27, 2004 through December 29, 2004

Common Shares  (%)(1)  Preferred Shares (%)(2)   TOTAL    (%)(3)
89,851,276     0.06%    348,243,732     0.13%  438,095,008 0.11%

     (1)  Percentage of common shares offered
     (2)  Percentage of preferred shares offered
     (3)  Percentage of total shares offered

TCP shareholders who subscribed for shares during the first
reoffering round and indicated an interest in subscribe for
additional shares in the second reoffering round will have the
right to subscribe for 0.01324686466270 common shares and
0.06626174040606 preferred shares for each common and preferred
share subscribed for, respectively, during the first reoffering

The Company reminds shareholders that the period for
subscription of the remaining unsubscribed shares in the second
reoffering round by preferred and common shareholders who
indicated an interest in purchasing additional shares in the
second reoffering round ends on December 29, 2004.

After that date, if there are any remaining unsubscribed shares,
a public auction is expected to be held at the Sao Paulo Stock
Exchange (BOVESPA), where such unsubscribed shares are expected
to be offered to the public.

The procedures relating to holders of ADSs are described in the
prospectus referred to below.

A registration statement on Form F-3 ("F-3") has been filed with
the U.S. Securities and Exchange Commission ("SEC") regarding
the preferred shares, ADSs and the related subscription rights
to be offered in the United States of America and has been
declared effective. This press release does not constitute an
offer to sell or the solicitation of an offer to buy preferred
shares, ADSs or the related subscription rights in the United
States or to U.S. persons (as such term is defined under
Regulation S under the U.S. Securities Act of 1933, as amended
(the "Securities Act")), nor shall there be any sale of
subscription rights, preferred shares or ADSs in any state in
which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the laws of any such

The prospects relating to the offering of subscription rights,
preferred shares and ADSs may be obtained from the following
address: MacKenzie Partners, Inc., 105 Madison Avenue, New York,
New York, 10016, U.S.A., tel. (212) 929-5500.

The rights offered to U.S. holders of TCP common shares may be
transferred by U.S. holders only in accordance with Regulation S
under the Securities Act.

The offering of rights described herein is made for the
acquisition of securities of a Brazilian Company. The offering
is subject to disclosure requirements in Brazil, which are
different from those of the United States.

It may be difficult for a person in the United States
subscribing for shares to enforce its rights and any claim it
may have arising under the U.S. federal securities laws, given
that the Company is located in Brazil and some or all of its
officers or directors are residents of Brazil or of other
foreign countries. A person in the United States subscribing for
shares may not be able to sue the Company or its officers or
directors in a Brazilian Court or in a Court in another country
outside the United States for violations of the U.S. securities
laws. It may be difficult to compel a Brazilian Company and its
affiliates to subject themselves to a U.S. Court's judgment.

CONTACT:  VIVO - Investor Relations
          Telephone: +55 11 5105-1172

D O M I N I C A N   R E P U B L I C

CDEEE: Strikes $90M Financing Deal With Canada
Dominican Republic state power Company CDEEE sealed a US$90-
million financing accord with the Canadian government, reports
DR1 Daily News.

The financing is being guaranteed by the Canadian Commercial

These resources will be used to develop hydroelectric ventures
and improve the transmission lines in the DR. One part of the
money will go towards rural electricity service. Saul Santana,
of the CDEEE, told El Caribe reporters that 42 substations of
138KV and 69KV would be reconditioned, and a 30MW substation
would also be built with the funds.

The agreement was signed by Ambassador Adam Blackwell for the
Canadian government and Radhames Segura, the head of the CDEEE.


BANCO INDUSTRIAL: Fitch Assigns Ratings; Stable Outlook
Fitch has assigned ratings to Guatemala's Banco Industrial (BI)
as follows:

--Long-term foreign currency 'BB-';

--Short-term foreign currency 'B';

--Long-term local currency 'BB-';

--Short-term local currency 'B';

--Individual 'D';

--Support '4'.

The Rating Outlook is Stable.

Industrial's ratings are based on its prominent position within
Guatemala's banking system, its strong franchise, a broad and
stable retail deposit base, and improved asset quality. The
ratings are constrained by the economic environment in
Guatemala, the high degree of balance sheet dollarization (which
poses significant threats to the banking system), the bank's
relatively thin equity base, and its large exposure to the
government in the form of securities. While the bank is the
largest in Guatemala, if it ran into difficulties there is a
limited probability of support from the authorities, given the
country's economic conditions.

While BI's profitability ratios are relatively low by
international standards, this is mostly due to the declining
interest rate environment and increased competition from both
within and outside Guatemala. However, profitability is
sufficient to allow the bank to continue operating successfully
in challenging conditions. The bank is aided by the fact that it
is fairly cost efficient by Central American standards despite
its relatively large branch network, partly explained by a high
degree of automation.

BI's main source of credit risk is its loan book, which is
largely focused on the corporate sector in Guatemala. The bank's
consolidated reported past-due loan ratio at end-2003 of 1.05%
was low, while loan loss reserve coverage was 114%, a
significant improvement from previous years. On an
unconsolidated basis, BI's asset quality deteriorated in 2004,
with past-due loans nearly tripling to reach a past-due to total
loans ratio of 2.5% at end-October 2004 (compared to end-2003's
0.9%) with loan loss reserve coverage of 43% (end-2003: 87%). An
additional source of credit risk is BI's hefty government
securities portfolio, which amounts to over 4 times equity.

Main market risks are balance sheet dollarization (40% of assets
and liabilities are in US dollars) and maturity mismatches
(longer term loans are largely funded by short-term deposits);
the latter risk is mitigated by a stable retail deposit base,
which has benefited from 'flight to quality' in times of stress.

BI's equity to assets ratio reached a relatively low 7% at end-
2003, which has to be viewed in light of the high proportion of
fixed and foreclosed assets on its balance sheet. At that same
date, the bank's capital to risk-weighted assets ratio of 11.7%
was above the local regulatory minimum of 10%.

BI is the largest Guatemalan bank, with an asset market share of
20% at end-2003. Established in 1968, the bank has primarily
focused on serving the corporate sector and high-income
individuals, although it also provides a wide range of banking
services to its broad client base.

The bank is owned by around 1,350 Guatemalan shareholders and is
an integral part of Corporacion BI, a financial group made up of
a total of 11 companies. BI consolidates a Bahamian offshore
bank, a finance Company, and a credit card issuer.

CONTACT: Gustavo Lopez +1-212-908-0500, New York
         Peter Shaw +1-212-908-0500, New York
         Mauricio Choussy  +503-263-1300, San Salvador
         Raul Castellon +503-263-1300, San Salvador

MEDIA RELATIONS: Kenneth Reed +1-212-908-0540, New York


CYDSA: Misses $7.5M Interest Payment
Mexican industrial group Cydsa (BMV: CYDSASA) informed the local
bourse that it did not make the US$7.5-million interest payment
due December 23 from a US$159 million bond due 2009, relates
Business News Americas.

Company officials will propose plans in a January 15 noteholders
meeting to swap the US$159 million in debt for stock options.

Specifically, the Company will offer 27.4 million shares of
series-A stock, 137 million shares of series-C and US$25.5
million in bonds maturing May 2008 in exchange for existing
notes, plus interest.

Cydsa is a major Mexican industrial Company with leading market
share in some of its lines of business and with long-standing
relationships with major Mexican and international companies.
Cydsa is engaged in manufacturing and marketing products and
services in the following industries: petrochemicals and
specialty chemicals; synthetic fibers and yarns; packaging film
and folding carton. Cydsa's operations are organized and managed
through the following business segments: Chemicals and Plastics;
Fibers and Yarns and Packaging Film and Folding Carton.

CONTACT:  Avenida Ricardo Margain Zozaya 565-B
          Col. Parque Corporativo Santa Engracia
          San Pedro Garza Garcia,Nuevo Lesn, Mixico, C.P. 66267

TV AZTECA: S&P Withdraws Ratings
Standard & Poor's Ratings Services said Monday that upon
confirmation of the full prepayment of TV Azteca S.A. de C.V.'s
$300 million notes due February 2007, the Company's only rated
debt, it withdraws its ratings on this Company, including its
'B+' corporate credit rating. "The ratings assigned to the
holder of 60% of its capital stock, Azteca Holdings S.A. de
C.V., including the 'CCC+' corporate credit rating, are also
withdrawn," said Standard & Poor's credit analyst Manuel

XIGNUX: S&P Affirms Local, Foreign Currency Ratings
Standard & Poor's Rating Services affirmed its 'BB-' local and
foreign currency corporate credit rating of Xignux S.A. de C.V.
The outlook was changed to stable from negative. The 'mxBBB+'
national scale corporate credit rating on the Company was also
affirmed. The outlook on the national scale rating was changed
to positive from negative. Standard & Poor's also affirmed its
'B+' senior unsecured debt ratings assigned to Xignux's notes
due 2009 and the national scale 'mxA-2' rating assigned to the
issuer's domestic short-term program.

"The rating actions reflect the successful execution of Xignux's
refinancing plans during 2004 and the improvement of its key
financial measures," said Standard & Poor's credit analyst Jose
Coballasi. During 2004, the Company completed an exchange and a
new issue in the international capital markets to refinance its
notes due 2004, and issued around $50 million in the domestic
capital markets. In addition, the issuer was able to secure
credit facilities of around $125 million to extend debt
maturities and to improve its liquidity position. Driven by top-
line growth across the board, for the 12 months ended Sept. 30,
2004, Xignux posted EBITDA interest coverage, total debt-to-
EBITDA, and funds from operations-to-total debt ratios of 3.7x,
3.6x, and 15.1%, respectively, which compare favorably to the
3.8x, 4.1x, and 12.5% posted in 2003.

The stable outlook on the global scale ratings and the positive
outlook on the national scale rating anticipates that Xignux's
financial performance and liquidity will continue to improve.
The aforementioned improvement will result in a one-notch
upgrade in the national scale. A significant improvement in
financial performance could lead to a positive rating action in
the global scale. Weakness in the Company's financial and
operating performance could lead to a negative rating action.

The ratings on Xignux reflect its high leverage, the cyclical
nature of some of its end markets, and increasing costs as a
result of the strength of the Mexican peso in recent years. The
ratings also consider Xignux's significant market-share
positions, product diversity, and vertical integration. Its
emphasis on high quality has attracted world-recognized joint-
venture partners, providing Xignux, a diversified holding
Company, with low-cost access to state-of-the-art technology and
enhancement of its export possibilities.

The 'B+' rating assigned to Xignux's notes due 2009 reflects the
structural subordination of the issue relative to the Company's
priority liabilities. Despite the debt at the holding Company
being guaranteed by some of the subholding and operating
subsidiaries, the proportion of priority liabilities (i.e.,
current and long-term liabilities at operating Company level vs.
holding Company level) relative to consolidated total assets is
significant (around 30%), leading to a possible low residual
claim for Xignux's holding Company creditors.

Xignux is a diversified holding Company whose subsidiaries
manufacture a variety of products, mostly for industrial
markets. The Company sells auto parts, chemicals, food, cable,
foundry, power, and distribution transformers.

The stable outlook on the global scale ratings and the positive
outlook on the national scale rating anticipate that Xignux's
financial performance and liquidity will continue to improve.
The aforementioned improvement will result in a one-notch
upgrade in the national scale. A significant improvement in
financial performance could lead to a positive rating action in
the global scale. Weakness in the Company's financial and
operating performance could lead to a negative rating action.

Primary Credit Analyst: Jose Coballasi, Mexico City
(52) 55-5081-4414;


LANPERU: Appeals Court Lifts Suspension Order
A Peruvian appeals Court lifted an order that earlier this year
led to a brief suspension of Lan's (LFL) flights from Peru,
reports Dow Jones Newswires.

Earlier this year, a Superior Court judge in the southern city
of Arequipa, Eloy Zamalloa, ordered that the government suspend
LanPeru SA's operations for non-compliance of local ownership

LanPeru briefly grounded flights in October then restarted them
after the government passed an emergency decree and reissued the
airline permits to fly.

The airline appealed the Court order and was informed of the
judicial ruling late last week that lifted the suspension order.

CONTACT: MSP Communications, Inc., Coral Springs, Fla.
         Misty Pinson, 954-341-2535
         LAN PERU Public Relations
         Monica Verastegui, 011-511-213-8384

T R I N I D A D   &   T O B A G O

BWIA: PM Gives Board Ultimatum to Resolve Woes
Trinidad & Tobago's Prime Minister, Patrick Manning, gave the
board of directors of cash-strapped national airline BWIA an
ultimatum to either fix the carrier or the government will find
someone who can, the Trinidad Express reports.

The board must come up with a strategic plan for the airline's
future, Manning said, adding, "We will see whether we agree or
not. If it is viable or not viable and if the board is able to
carry out the plan, fine. If not, we will put a board that can."

According to Manning, an agreement had been reached among
Caricom heads of government that there was need for a carrier to
service the needs of the region.

"What we have agreed (to do) is to restructure BWIA and
restructure LIAT and put both of those new restructured airlines
into a new carrier," Manning said.

"The restructuring of BWIA and LIAT could mean a complete
shutting down of either or both of the airlines and starting
something else prior to putting into the holding Company a
viable entity. That is what we are working on now."

But he stressed ". we have not yet decided on how we are going
to proceed. We have problems with Liat and we have problems with

          Phone: + 868 627 2942
          Home Page:
          Conrad Aleong, President and CEO (Trinidad)
          Beatrix Carrington, VP Marketing and Sales (Barbados)
          Paul Schutz, CFO (Trinidad)

NWRHA: Firing of Pharmacist Deemed Illegal by High Court
A Trinidad and Tobago High Court judge ruled that the decision
by NorthWest Regional Health Authority (NWRHA) to fire
Pharmacist Ameena Ali as primary health care administrator in
September last year was illegal, null and void.

Newsday quotes Justice Sebastien Ventour as saying in a 47-page
judgment: "Public officials have to be reminded that their
source of power and authority comes from the people through
their elected representatives in Parliament."

Ali, 42, of San Juan, was a pharmacist II attached to the St
Ann's Hospital. On June 25, 2001, the acting CEO of the NWRHA
offered her employment as an administrator - primary health care
centers. Ali took up duties on a two-year contract but on June
3, 2003, the NWRHA terminated her services, just three months
before her two-year contract ended.

On May 20, 2003, the NWRHA had informed Ali that a new
organizational structure had rendered her position redundant,
but Ali exercised her option to remain employed with the
authority. However, the Ministry of Health subsequently wrote to
Ali instructing her to report to the Permanent Secretary since
she was no longer employed with the NWRHA.

In October last year, Ali was granted leave by a San Fernando
High Court judge to seek judicial review of the NWRHA's
decision. She sued the NWRHA, the Minister of Health and his
Permanent Secretary.

Justice Ventour stated that the NWRHA failed to produce evidence
to show there was an overriding public interest in abolishing
Ali's post of administrator of primary health care centers.
Ventour stated that though the reorganization was aimed at
making the authority more effective, it was not at liberty to
ignore Ali's legitimate expectation of working in the position
until her contract ended.


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and
Lucilo Junior M. Pinili, Editors.

Copyright 2004.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is $575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each.  For subscription
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