TCRLA_Public/090611.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

              Thursday, June 11, 2009, Vol. 10, No. 114

                            Headlines

A R G E N T I N A

FRACTAR MINERA: Proofs of Claim Verification Deadline is Aug. 10
SECURE WAY: Proofs of Claim Verification Deadline is Aug. 19
TELECOM ARGENTINA: Annual Growth Rate Increases by 21.0%
YPF: Parent Plans Oil Exploration Bet. Argentina-Falkland Waters


B R A Z I L

BNDES: Provides BRL2.15 Billion Revolving Credit Line to ALL
BNDES: Companhia Brasileira Seeks BRL900-Mln Credit Line
BNDES: BNDESPar to Relinquish Stake in Power Utility Light
BRADESCO: Chief Financial Officer Quits Post
CEMIG: May Get All its Financing Locally, CFO Says

* BRAZIL: Economy Contracts 1.8% in 1Q; Enters Recession


C A Y M A N  I S L A N D S

BAREP DIVERSIFIED: Placed Under Voluntary Wind-Up
FG INVESTORS: Placed Under Voluntary Wind-Up
HOUSTON ENERGY: Placed Under Voluntary Wind-Up
INVESTCORP LIQUIDITY: Placed Under Voluntary Wind-Up
MSS CONVERTIBLE: Placed Under Voluntary Wind-Up

MSS CONVERTIBLE: Placed Under Voluntary Wind-Up
MSS DISTRESSED: Placed Under Voluntary Wind-Up
MSS EQUITY: Placed Under Voluntary Wind-Up
MSS EQUITY: Placed Under Voluntary Wind-Up
MSS EQUITY: Placed Under Voluntary Wind-Up

MSS EQUITY: Placed Under Voluntary Wind-Up
QUO VADIS: Placed Under Voluntary Wind-Up
ROCK CAPITAL: Creditors' Proofs of Debt Due on July 13
SHEFFIELD CDO: S&P Downgrades Ratings on Five Classes of Notes
YMS FUNDING: Placed Under Voluntary Wind-Up


E C U A D O R

* ECUADOR: Business Confidence Fell 22% in April
* ECUADOR: Government to Release Debt Repurchase Results Today
* ECUADOR: March Exports To Andean Countries Drop 55%


J A M A I C A

AIR JAMAICA: Government Approves US$101-Million Loan
* JAMAICA: Incurs US$375-Million Debt After Hosting Cricket Cup


P U E R T O  R I C O

POPULAR INC: Puerto Rico Unit Plans to Boost Tier I Common Equity
BANCO POPULAR: Moody's Cuts Bank Financial Strength Rating to 'D+'
POPULAR INC: Moody's Cuts Ratings to Low-B
PUERTO RICO PUBLIC: Moody's Corrects Insured Ratings


V E N E Z U E L A

CITGO PETROLEUM: Restarts Operations at Illinois Refinery
PDVSA: Pledges to Pay Debts to Oil Contractors
* VENEZUELA: Six Japanese Firms Quit Aluminum Ops on Price Dispute
* VENEZUELA: Won't Nationalize All Oil-Service Firms
* VENEZUELA: Oil Shipments to Cuba Rose by 32%; Asia Sales Doubled


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                         - - - - -


=================
A R G E N T I N A
=================

FRACTAR MINERA: Proofs of Claim Verification Deadline is Aug. 10
----------------------------------------------------------------
Mauricio Mudric, the court-appointed trustee for Fractar Minera
SRL's bankruptcy proceedings, will be verifying creditors' proofs
of claim until August 10, 2009.

Mr. Mudric will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 7, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

The Trustee can be reached at:

           Mauricio Mudric
           Tucuman 893
           Argentina


SECURE WAY: Proofs of Claim Verification Deadline is Aug. 19
------------------------------------------------------------
Marta Estela Acuna, the court-appointed trustee for Secure Way
SA's bankruptcy proceedings, will be verifying creditors' proofs
of claim until August 19, 2009.

Ms. Acuna will present the validated claims in court as individual
reports.  The National Commercial Court of First Instance No. 5 in
Buenos Aires, with the assistance of Clerk No. 9, will determine
if the verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will be
raised by the company and its creditors.

The Trustee can be reached at:

           Marta Estela Acuna
           Pozos 129
           Argentina


TELECOM ARGENTINA: Annual Growth Rate Increases by 21.0%
--------------------------------------------------------
Argentina-based Telecom Argentina S.A. recorded 13.17 million
connections at the end of first quarter 2009, Cellular-News
reports.

The report relates that at an annual basis, the company had a
growth rate of 21.0%, up from 16.9% for the prior 12 months.
According to the report, the annual growth was driven principally
by the prepaid sector, which was up 23.2% annually, compared to
13.9% for the prior 12 months.

The report notes the company had 8.82 million customers at the end
of Q1 09, while contract growth, by contrast, dropped from 23.1%
to 16.8%.

Despite the slight weakening of customer quality, Cellular-News
discloses, monthly ARPU remained flat at ARS40, while usage rose
slightly, a 2.0% uplift taking the average number of minutes to 98
per month in Q1 09.

The report relates the company's Paraguay unit, Nucleo, had 1.83
million customers at the end of Q1 09, while annual growth stood
at 8.2%, down from 27.4%.

Telecom Argentina's domestic mobile revenues increased by 16.4% to
ARS1.76 billion, mainly due to a 28.1% gain in VAS revenues, while
Nucleo saw quarterly revenues drop 13.1% to ARS93m, the report
notes.

Cellular-News adds total revenues at the Telecom Argentina group,
including fixed operations, were up 14.1% to ARS2.83 billion,
while operating profit improved by 17.0% to ARS625 million.

                    About Telecom Argentina

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- provides
telephone-related services, such as international long-distance
service and data transmission and Internet services, and through
its subsidiaries, wireless telecommunications services,
international wholesale services and telephone directory
publishing.

                         *     *     *

As reported in the Troubled Company reporter-Latin America on
Feb. 16, 2009, Standard & Poor's Ratings Services lowered Telecom
Argentina SA's foreign currency rating to B-/Stable/ and local
currency rating to B/Stable/.  The outlook on both ratings is
stable.


YPF: Parent Plans Oil Exploration Bet. Argentina-Falkland Waters
----------------------------------------------------------------
A consortium led by YPF S.A.'s parent firm, Repsol YPF SA (REP),
plans to explore for oil in international waters between Argentina
and the Falkland Islands, Taos Turner of Dow Jones Newswires
reports citing REP officials.

According to the report, Brazil's Petroleo Brasileiro SA (PBR) and
BP PLC (BP)-controlled Pan American Energy are also part of the
consortium.  The report relates an unnamed REP official said the
consortium will invest US$98 million in the project with each
company having roughly a one-third share in the project.

DJ Newswires notes REP officials said exploration is slated to
take place some 289 kilometers off the Argentine coast and begin
in the first quarter of 2010.  The report adds the companies will
be drilling exploratory holes at a depth of about 500 meters.

                         About Repsol

Repsol YPF, S.A. is an integrated oil and gas company engaged in
all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.

                          About YPF SA

Headquartered in Buenos Aires, Argentina, YPF S.A. is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (downstream).  The company is a subsidiary
of Repsol YPF, S.A., a Spanish company engaged in oil
exploration and refining, which holds 99.04% of its shares.  Its
international operations are conducted through its subsidiaries,
YPF International S.A. and YPF Holdings Inc.

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 9, 2009, Moody's Investors Service downgraded YPF S.A.'s
global local currency rating to Ba1 from Baa2, concluding a review
for possible downgrade announced in December 2008.  (YPF's Ba2
foreign currency bond rating, also under review for downgrade, was
withdrawn when the rated bond issue matured in February 2009.)
The rating outlook is stable.



===========
B R A Z I L
===========

BNDES: Provides BRL2.15 Billion Revolving Credit Line to ALL
------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA (BNDES)
said it has provided Brazilian logistics operator ALL with
BRL2.15 billion revolving credit line, LatinFrance reports.

According to the report, an unnamed BNDES spokeswoman said the
loans to be disbursed will be 8-10 years in maturity, and pay a
spread to the TJLP, which she declines to specify.  The funding,
the report relates, will support ALL's 2009-2012 railroad
investment plan, and be used to improve railroads and purchase new
equipment.

Banco Nacional de Desenvolvimento Economico e Social SA is
Brazil's national development bank.  It provides financing for
projects within Brazil and plays a major role in the
privatization programs undertaken by the federal government.

                          *     *     *

Banco Nacional continues to carry a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service.  The rating was
assigned in August 2007.


BNDES: Companhia Brasileira Seeks BRL900-Mln Credit Line
--------------------------------------------------------
Brazilian grocery chain Companhia Brasileira de Distribuicao
(CBD)'s board authorized the company to obtain BRL900 million
(US$457 million) credit line from Banco Nacional de
Desenvolvimento Economico e Social SA (BNDES), Rogerio Jelmayer of
Dow Jones Newswire reports.

CBD, the report relates, said that the credit line will be used to
finance its investment plans.

According to the report, the loans provided by BNDES are
attractive because the bank offers lower interest rates than
private banks.  The report notes BNDES loans are calculated in
accordance with the government's long-term interest rate, which is
6.25%, plus an average spread of 2%.

                         About BNDES

Banco Nacional de Desenvolvimento Economico e Social SA is
Brazil's national development bank.  It provides financing for
projects within Brazil and plays a major role in the
privatization programs undertaken by the federal government.

                          *     *     *

Banco Nacional continues to carry a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service.  The rating was
assigned in August 2007.


BNDES: BNDESPar to Relinquish Stake in Power Utility Light
----------------------------------------------------------
Brazilian power utility Light's shareholders filed to sell shares
in a secondary offering, Elzio Barreto and Guillermo Parra-Bernal
of Reuters report.

According to the report, the company said BNDESPar -- the
investment holding firm of Banco Nacional de Desenvolvimento
Economico e Social SA (BNDES) and France-based EDF International
-- will relinquish part of their stakes in Rio de Janeiro-based
Light as part of the transaction.

Light, the report says, didn't disclose terms of the offerings and
gave no timetable for the transactions.

                          About BNDES

Banco Nacional de Desenvolvimento Economico e Social SA is
Brazil's national development bank.  It provides financing for
projects within Brazil and plays a major role in the
privatization programs undertaken by the federal government.

                         *     *     *

Banco Nacional continues to carry a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service.  The rating was
assigned in August 2007.


BRADESCO: Chief Financial Officer Quits Post
--------------------------------------------
Banco Bradesco S.A. Chief Financila Officer and head of IR Milton
Vargas has stepped down from his post, LatinFrance reports.

The report relates sources said the reason for his leaving the
company is personal.

According to the report, Domingos de Abreu, Mr. Vargas’s deputy,
will assume the post.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                         *     *     *

As of May 20, 2009, Banco Bradesco S.A. continues to carry
Moody's "Ba2" long-term foreign bank deposits.


CEMIG: May Get All its Financing Locally, CFO Says
--------------------------------------------------
Companhia Energetica de Minas Gerais (CEMIG) could obtain all its
necessary financing this year in domestic markets, Walter
Brandimarte and Guillermo Parra-Bernal of Reuters report, citing
Chief Financial Office Luiz Fernando Rolla.  However, the report
relates Mr. Rolla did not rule out a bond issue in international
capital markets "if the opportunity is very good."

According to the report, Minas Gerais Governor Aecio Neves said
Cemig has been sought by banks that have been offering the company
enough financing for future acquisitions.

The report recalls International Financing Review (IFR) earlier
reported that banks are proposing Cemig to launch 10-year dollar-
denominated bonds during the second half of the year.  The report
relates IFR said Cemig likely will proceed with the deal if it
locks in a coupon of no more than 7%.  Cemig might be offering a
benchmark-sized issuance, or at least US$500 million of bonds, IFR
added, as cited in the report.

                          About CEMIG

Companhia Energetica de Minas Gerais a.k.a. Cemig --
http://www.cemig.com.br/-- is an electric energy utility in
Brazil.  Cemig's concession area extends throughout nearly 96.7%
of Minas Gerais.  Cemig owns and operates 52 power plants, of
which six are in partnership with private enterprises, relying
on a predominantly hydroelectric energy matrix.  Electric energy
is produced to supply more than 17 million people living in the
state's 774 municipalities.  In addition to those 52 plants,
another three are currently under construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Espirito Santo (generation)
and Rio Grande do Sul (commercialization).

                          *     *     *

Companhia Energetica de Minas Gerais aka CEMIG continues to carry
corporate family ratings of Ba2 from Moody's Investors Service on
the rating agency's global scale.  The rating was assigned by
Moody's in March 2007.


* BRAZIL: Economy Contracts 1.8% in 1Q; Enters Recession
--------------------------------------------------------
Brazil's first quarter gross domestic product fell 1.8% from a
year ago and dropped 0.8% from the previous quarter causing bond
yields to jump the most in nearly two months as investors
increased bets the central bank will slow the pace of interest
rate cuts, Joshua Goodman and Andre Soliani of Bloomberg News
report, citing Brazil’s statistics agency.  The report relates the
second straight quarterly contraction pushed the country's economy
into recession for the first time since 2003.

According to the report, the smaller-than-expected contraction may
lead central bank policy makers to slow the pace of interest rate
cuts.  Analysts expect they will trim the benchmark rate to 9.50
percent, from a previous record low of 10.25 percent, according to
the median estimate of 46 economists surveyed by Bloomberg.

Bloomberg News notes that the statistics agency said investment
plummeted 12.6% quarter-on-quarter, while first-quarter exports
fell 16%.  The report relates investments and exports were
partially offset by a 0.6% increase in government spending and a
0.7% rebound in household spending, from a 1.8% decline in the
fourth quarter.

The Bovespa index, the report says, has risen 40% since March 1 as
investors bet that growing demand for Brazil’s commodity exports
and rising domestic demand will lift Brazil's economy out of
recession.

Bloomberg News says that based on a median forecast in a June 8
central bank survey, economists expect Brazil's economy to
contract 0.71% this year.

                        *     *     *

The country continues to carry Moody's Rating Agency's “Ba1” local
and foreign currency ratings.



==========================
C A Y M A N  I S L A N D S
==========================

BAREP DIVERSIFIED: Placed Under Voluntary Wind-Up
-------------------------------------------------
At an extraordinary general meeting held on May 11, 2009, the
members of Barep Diversified Alternative Fund resolved to
voluntarily wind up the company's operations.

The company's liquidator is:

           Societe Generale Asset Management Alternative
            Investments
           170, Place Henri Regnault 92043
           Paris-La Defense Cedex, France


FG INVESTORS: Placed Under Voluntary Wind-Up
--------------------------------------------
On May 20, 2009, the shareholder of FG Investors Ltd passed a
resolution to voluntarily wind up the company's operations.

The company's liquidator is:

          Kontor International Inc
          c/o Philip Sutcliffe
          Trident Trust Company (Cayman) Limited
          P.O. Box 847, George Town
          Grand Cayman KY1-1103
          Telephone: (345) 949 0880
          Facsimile: (345) 949 0881


HOUSTON ENERGY: Placed Under Voluntary Wind-Up
----------------------------------------------
On May 14, 2009, the shareholder of Houston Energy International
Ltd. passed a resolution to voluntarily wind up the company's
operations.

The company's liquidator is:

          Stephen H. Pouns
          c/o Ian Gobin
          Walkers, Walker House, 87 Mary Street
          PO Box 908GT, George Town
          Grand Cayman KY1-9001, Cayman Islands
          Telephone: +44 (0)20 7220 4987
          Facsimile: +44 (0)20 7220 4998


INVESTCORP LIQUIDITY: Placed Under Voluntary Wind-Up
----------------------------------------------------
At an extraordinary general meeting held on May 22, 2009, the
members of Investcorp Liquidity Management Limited resolved to
voluntarily wind up the company's operations.

The company's liquidator is:

          Westport Services Ltd.
          Evania Ebanks
          c/o Paget-Brown Trust Company Ltd.
          Boundary Hall, Cricket Square
          P.O. Box 1111, Grand Cayman KY1-1102
          Cayman Islands


MSS CONVERTIBLE: Placed Under Voluntary Wind-Up
-----------------------------------------------
On May 20, 2009, the sole shareholder of MSS Convertible Arbitrage
2 passed a resolution to voluntarily wind up the company's
operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


MSS CONVERTIBLE: Placed Under Voluntary Wind-Up
-----------------------------------------------
On May 20, 2009, the sole shareholder of MSS Convertible Arbitrage
4 passed a resolution to voluntarily wind up the company's
operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


MSS DISTRESSED: Placed Under Voluntary Wind-Up
----------------------------------------------
On May 20, 2009, the sole shareholder of MSS Distressed and
Opportunities 3 passed a resolution to voluntarily wind up the
company's operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


MSS EQUITY: Placed Under Voluntary Wind-Up
------------------------------------------
On May 20, 2009, the sole shareholder of MSS Equity Arbitrage 2
passed a resolution to voluntarily wind up the company's
operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


MSS EQUITY: Placed Under Voluntary Wind-Up
------------------------------------------
On May 20, 2009, the sole shareholder of MSS Equity Hedge 6 passed
a resolution to voluntarily wind up the company's operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


MSS EQUITY: Placed Under Voluntary Wind-Up
------------------------------------------
On May 20, 2009, the sole shareholder of MSS Equity Hedge 12
passed a resolution to voluntarily wind up the company's
operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


MSS EQUITY: Placed Under Voluntary Wind-Up
------------------------------------------
On May 20, 2009, the sole shareholder of MSS Equity Hedge 15
passed a resolution to voluntarily wind up the company's
operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


QUO VADIS: Placed Under Voluntary Wind-Up
-----------------------------------------
On May 20, 2009, the sole shareholder of QUO Vadis Ltd. passed a
resolution to voluntarily wind up the company's operations.

The company's liquidator is:

          Walkers Corporate Services Limited
          c/o Anthony Johnson
          Telephone: (345) 914-6314
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


ROCK CAPITAL: Creditors' Proofs of Debt Due on July 13
------------------------------------------------------
The creditors of Rock Capital (Cayman) Ltd. are required to file
their proofs of debt by July 13, 2009, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on May 18, 2009.

The company's liquidator is:

           Andrew D. Law
           Telephone: 242-677-8700
           Facsimile: 242-677-8701
           Montague Sterling Centre
           East Bay Street, P.O. Box N-3924
           Nassau, The Bahamas


SHEFFIELD CDO: S&P Downgrades Ratings on Five Classes of Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the class A-1, A-1D, A-2, B, and C notes issued by Sheffield CDO
Ltd. a cash flow collateralized dept obligation of CDOs
transaction that closed in April 2006.  At the same time, S&P
affirmed the ratings on the class S and D notes.

These rating actions follow S&P's assessment of a further credit
deterioration of assets in the transaction's underlying portfolio.
S&P also note that there has been a further fall of
overcollateralization ratios since S&P's last review in April
2009.

According to information provided to us by the trustee, the senior
(calculated on the class A-1, A-1D, A-2, and B together), the
class C, and class D overcollateralization test ratios have fallen
to levels well below 100%.  This implies that the portfolio's
adjusted par value is lower than the total principal amount
outstanding of the rated notes.  The portfolio's par value used to
calculate the overcollateralization tests is reduced primarily by
adjustments applied to the par value of defaulted assets and
assets rated below 'BBB-'.

The information provided to us by the trustee also shows that the
transaction continues to fail its minimum weighted-average spread
test.

Sheffield CDO's portfolio consists primarily of U.S.
collateralized loan obligations and, to a lesser extent, U.S. CDOs
of asset-backed securities, trust preferred CDOs, and hybrid CDOs.
Based on the asset ratings S&P consider appropriate in S&P's
analysis, 10% of the portfolio is rated 'CCC+' or lower, of which
5% is rated 'CC'.  Assets on CreditWatch negative account for 28%
of total portfolio.

                          Ratings List

                        Sheffield CDO Ltd.
     $254.56 Million And EUR25.20 Million Floating-Rate Notes

                         Ratings Lowered

                                    Rating
                                    ------
            Class             To                 From
            -----             --                 ----
            A-1               A                  AAA
            A-1D              A                  AAA
            A-2               BBB                AA
            B                 BB                 BBB
            C                 CCC                BB

                        Ratings Affirmed

                    Class             Rating
                    -----             ------
                    S                 AAA
                    D                 CCC-


YMS FUNDING: Placed Under Voluntary Wind-Up
-------------------------------------------
On May 21, 2009, the sole shareholder of YMS Funding passed a
resolution to voluntarily wind up the company's operations.

The company's liquidator is:

          Walkers SPV Limited
          c/o Anthony Johnson
          Walker House, 87 Mary Street, George Town
          Grand Cayman KY1-9002, Cayman Islands
          Telephone: (345) 914-6314



=============
E C U A D O R
=============

* ECUADOR: Business Confidence Fell 22% in April
------------------------------------------------
Ecuador's Business Confidence Index, measured by Deloitte and
Touche, fell 22% in April to 71.1 points, compared with April
2008, Mercedes Alvaro of Dow Jones Newswires reports.  The report
relates in its monthly report, Deloitte said the April index has
recovered 4.3 percentage points against March 2009.

According to DJ Newswires, 95 percent of people interviewed by
Deloitte and Touche said they don't see any improvement in the
levels of Ecuador's competitiveness compared with other countries
in the region during the last 12 months.  The report relates that
questioned on their business performance, 48% of respondents have
reported reduced sales compared to the previous months and 45%
reported revenues down.

"Reduced business activity means a weaker economy accompanied by
increasing unemployment as companies cut back on costs and
expenses to cope with lower revenue levels," DJ Newwires quoted
Deloitte as saying.

Thirty percent of those surveyed said their companies decreased
job positions during April, DJ Newswires notes.

                          *     *     *

As reported by the Troubled Company Reporter - Latin America on
December 17, 2008, Fitch Ratings downgraded Ecuador's long-
term foreign currency Issuer Default Rating (IDR) to 'RD' from
'CCC' following the expiration of the grace period for the coupon
payment on the 2012 global bonds that was due on Nov. 15 and the
government's announcement that it will selectively default on all
global bonds.  The short-term foreign currency rating was
downgraded to 'D' from 'C'.  The country ceiling remains at 'B-'.


* ECUADOR: Government to Release Debt Repurchase Results Today
--------------------------------------------------------------
Mercedes Alvaro of Dow Jones Newswires reports that Ecuador
Finance Ministry Maria Elsa Viteri said the government will
release the results of the auction to buy back its defaulted
global 2012 and 2030 bonds, today, June 11, 2009, at 2100GMT.

According to the report, Ecuador has three overseas bond issues
outstanding:

   -- US$510 million in bonds due 2012, which carry
      a 12% coupon;

   -- US$650 million of 9.375% bonds due 2015; and

   –- US$2.7 billion of 10% bonds due 2030.

As reported in the Troubled Company Reporter-Latin America on
May 27, 2009, Associated Press said Ecuador offered to buy back
nearly a third of its foreign debt at a 65% discount on May 26, in
what the finance ministry called a one-time offer to creditors
holding US$3.2 billion in defaulted sovereign bonds.  The report
related Finance Minister Maria Elsa Viteri said the government
will spend up to US$350 for every US$1,000 worth of so-called
Global 2012 and 2030 bonds that it repurchases.  The report,
citing Ms. Viteri, said the offers will be received until June 3
and cannot exceed 35 cents to the dollar.  AP noted the only
option for creditors who refuse the offer is to present a claim
before an international arbitration body, but such cases have not
forced government payouts in other countries in the past.

The TCR-Latin America, citing Bloomberg News, reported April 23,
2009, that Ecuador President Rafael Correa offered to repay
holders of Ecuador’s defaulted bonds as little as 30 cents on the
dollar as the country’s foreign reserves plunge amid slumping oil
prices.  Bloomberg News recalled President Correa skipped a
US$30.6 million payment for the country’s 12% bonds due in 2012,
calling the debt “illegal” and “illegitimate.”  The move also sent
its bonds due 2015 and 2030 into default, the same report noted.
As reported in the TCRLA on January 15, 2009, Bloomberg News said
Ecuador made an interest payment on its bond due 2015 after
defaulting on other debt for the second time in a decade.  The
Associated Press related Mr. Correa considered the Global 2015
bond series as different from the Global 2012 and 2030 bonds
because Ecuador wasn't pressured into agreeing to it.

Meanwhile, Mr. Viteri, as cited by DJ Newswires, said that the
government will continue to pay "normally" the Global 2015 bonds.

The TCR-Latin America, citing Bloomberg News, reported May 29,
2009 that Credit Suisse Group AG said Ecuador may halt payments on
its US$650 million of bonds due in 2015 as the government’s
finances deteriorate and the “economic cost” of defaulting on
other securities has been low.  The report related Ecuador has
continued to make interest payments on its 9.375 percent bonds
maturing in 2015.

                         *     *     *

As reported by the Troubled Company Reporter - Latin America on
December 17, 2008, Fitch Ratings downgraded Ecuador's long-
term foreign currency Issuer Default Rating (IDR) to 'RD' from
'CCC' following the expiration of the grace period for the coupon
payment on the 2012 global bonds that was due on Nov. 15 and the
government's announcement that it will selectively default on all
global bonds.  The short-term foreign currency rating was
downgraded to 'D' from 'C'.  The country ceiling remains at 'B-'.


* ECUADOR: March Exports To Andean Countries Drop 55%
-----------------------------------------------------
Ecuador's exports to Andean countries –- Bolivia, Colombia,
Ecuador, Venezuela and Peru -- dropped 55% to US$154 million in
March from $339 million registered in the same period of 2008,
Mercedes Alvaro of Dow Jones Newswires reports, citing the central
bank.

The report relates Ecuadorean imports from Andean countries
totaled dropped 44% to US$210 million in the same period from
US$375 million registered in the previous year.

According to the report, the central bank data showed:

Country            Exports                Imports
======             =======                =======

Colombia           US$57 million (37%)    US$125 million
Peru               US$55 million (36%)    US$47 million
Venezuela          US$41 million (27%)    US$37 million
Bolivia            the remainder          the remainder

The report recalls in 2008 Ecuador's exports to the Andean
countries totaled US$3.20 billion while imports from the group
totaled US$4.67 billion.

                         *     *     *

As reported by the Troubled Company Reporter - Latin America on
December 17, 2008, Fitch Ratings downgraded Ecuador's long-
term foreign currency Issuer Default Rating (IDR) to 'RD' from
'CCC' following the expiration of the grace period for the coupon
payment on the 2012 global bonds that was due on Nov. 15 and the
government's announcement that it will selectively default on all
global bonds.  The short-term foreign currency rating was
downgraded to 'D' from 'C'.  The country ceiling remains at 'B-'.



=============
J A M A I C A
=============

AIR JAMAICA: Government Approves US$101-Million Loan
----------------------------------------------------
The Government guaranteed a stock of loans totaling just over
US$101 million as working capital for Air Jamaica Limited,
RadioJamaica reports.

According to the report, the loan facilities which were negotiated
by the airline will be financed by several entities including:

   * Scotiabank,
   * the National Commercial Bank,
   * NCB Capital Markets,
   * First Global Bank,
   * International Lease Finance Corporation, and
   * S.I.T Aerospace.

The report relates the loan facilities granted to the Lovebird
also include an exemption from the payment of duties or fees
payable under the Stamp Duty Act.

The report notes that the government guarantee comes against the
background of Air Jamaica's business plan for the 2009-2010 fiscal
year that is aimed at stabilising the airline and making it more
attractive for divestment.  The report says the plan focused on
comprehensive restructuring to achieve a break-even position by
this summer and a return to net profit next year.

                       About Air Jamaica

Headquartered in Kingston, Jamaica, Air Jamaica
Limited -- http://www.airjamaica.com/-- was founded in 1969.  It
flies passengers and cargo to almost 30 destinations in the
Caribbean, Europe, and North America.  Air Jamaica offers vacation
packages through Air Jamaica Vacations.  The company closed its
intra-island services unit, Air Jamaica Express, in October 2005.

The Jamaican government owned 25% of the company after it went
private in 1994.  However, in late 2004, the government assumed
full ownership of the airline after an investor group turned over
its 75% stake.  The Jamaican government does not plan to own Air
Jamaica permanently.

                         *     *     *

As reported by the Troubled Company Reporter-Latin America on
Nov. 6, 2008, Moody's Investors Service placed the debt ratings of
Air Jamaica Limited, B1 senior unsecured notes guaranteed by the
Government of Jamaica, on review for possible downgrade.  The
review coincides with Moody's action placing the ratings of the
Government of Jamaica under review for downgrade on November 4,
2008.


* JAMAICA: Incurs US$375-Million Debt After Hosting Cricket Cup
---------------------------------------------------------------
During a Parliament's Public Accounts Committee (PAC) meeting, an
ex-senior manager of Jamaica Cricket 2007 Limited revealed that
Jamaica has incurred a US$375 million debt from hosting the ICC
Cricket World Cup in 2007.  The report relates the debt will have
to be written off.

According to the report, PAC was told that Jamaica Cricket 2007
cannot honour its obligations to pay off its loans and efforts are
being made to wind it up.

The report says Jamaica Cricket, which was set up five years ago
to steer Jamaica's involvement in the world cup games, is saddled
with debts totalling US$4.2 million.

The figure, RadioJamaica discloses, comprises commercial loans
which were sought to build a new cricket stadium and other
facilities to host the games.

                          *     *     *

According to Moody's Web site, the country continues to hold
a B1 foreign currency rating and a Ba2 local currency rating.



====================
P U E R T O  R I C O
====================

POPULAR INC: Puerto Rico Unit Plans to Boost Tier I Common Equity
-----------------------------------------------------------------
Banco Popular de Puerto Rico, a unit of  Popular Inc., set a plan
to boost its Tier I common equity by about US$1.2 billion through
an exchange offer and said it will suspend dividends on its common
and preferred stock after June 30, Reuters reports.

The report relates Banco Popular plans to offer up to 390 million
common shares in exchange for preferred shares.

According to the report, Popular Inc. said the common equity
increase is to accommodate more adverse economic and credit
scenarios assumed under the Supervisory Capital Assistance
Program.

                       About Popular Inc.

Headquartered in Puerto Rico, Popular Inc. (Nasdaq: BPOP) --
http://www.popular.com/-- is a full service financial
institution with operations in Puerto Rico, the United States,
the Caribbean and Latin America.  With over 300 branches and
offices, the company offers retail and commercial banking
services through its franchise, Banco Popular de Puerto Rico,
well as auto and equipment leasing and financing, mortgage
loans, consumer lending, investment banking, broker/dealer and
insurance services through specialized subsidiaries.  In the
United States, the company has established a community banking
franchise providing a broad range of financial services and
products to the communities it serves.


BANCO POPULAR: Moody's Cuts Bank Financial Strength Rating to 'D+'
------------------------------------------------------------------
Moody's Investors Service downgraded the bank financial strength
rating and the long-term deposit and debt ratings of Banco Popular
de Puerto Rico.  The debt ratings of its parent, Popular, Inc.,
were also downgraded.  Regarding BPPR's ratings, its BFSR was
downgraded to D+ from C, its long-term deposits to Baa2 from A3.
Its short-term ratings were affirmed at Prime-2.  Regarding
Popular, Inc.'s ratings, its senior unsecured rating was lowered
to Ba1 from Baa1 and its subordinated rating to Ba2 from Baa2.  In
addition, Popular, Inc's junior subordinated rating was downgraded
to B1 from Baa2 and its preferred rating to Ca from Baa3.  All the
ratings, other than the preferred rating of the holding company,
remain on review for further possible downgrade.  The outlook on
the holding company's preferred rating is stable.  Popular, Inc.
and its subsidiaries are referred to collectively hereafter as
'Popular'.

Moody's said that the downgrade of Popular's ratings followed the
company's June 8, 2009 announcement regarding the suspension of
preferred dividends and an exchange offer to raise common equity,
as well as the expectation of increased credit losses.  Popular
intends to raise in excess of $1 billion in common equity, an
amount well above its current market capitalization.  Moody's said
the downgrades were prompted by increased credit concerns and the
challenges Popular faces in raising its planned amount of common
equity.  The variations in the magnitude of the downgrades were
the result of Moody's views on how the expected capital raise will
impact different obligations.

Actions on BPPR's ratings and Popular, Inc's senior unsecured and
subordinated ratings:

Moody's said the downgrade of BPPR's financial strength rating to
D+ reflects the expectation of increased credit costs and
franchise challenges.  These increased credit costs and franchise
challenges are mitigated somewhat by the expectation of an
increase in common equity raised through the conversion, although
the initial amount raised may be less than the company is
anticipating.  Popular continues to experience challenging
conditions in its home market of Puerto Rico, which has entered
its fourth year of economic recession.  At the same time,
Popular's U.S. mainland operations continue to face operating
losses that are accentuated by higher credit losses.
Consequently, credit costs are expected to continue at elevated
levels during 2009 and beyond, resulting in likely losses for the
company.  Furthermore, the possibility exists that the franchise
could be impaired should Popular decide to divest itself of
certain strategic assets in the event it falls short on the common
equity it intends to raise.

In downgrading the deposit and debt ratings of BPPR (deposits and
issuer to Baa2 from A3), Moody's incorporated one-notch of lift
for systemic support in view of the company's leading market
presence in Puerto Rico.  This is the first time lift for systemic
support has been incorporated in BPPR's ratings, Moody added.  No
such lift was incorporated in senior unsecured and subordinated
debt ratings of the holding company, which Moody's views as being
structurally subordinated to the bank and less likely to receive
systemic support.

Actions on Popular's Inc.'s preferred stock and junior
subordinated debt ratings:

The multi-notch downgrade on Popular Inc.'s preferred stock rating
incorporates the expected loss resulting from the suspension of
dividends on these non-cumulative instruments, which Moody's
believes could last for several years.  This explains Moody's
decision to downgrade Popular's preferred stock to Ca from Baa3.

With regard to Popular, Inc.'s junior subordinate ratings, Moody's
said that Popular may defer interest so as to encourage conversion
to common equity.  Moody's noted that the cumulative nature of the
interest on Popular's trust preferred obligations reduces the
incentive to defer interest, and Popular has not announced any
action with respect to interest on its trust preferred securities.
Nevertheless, because of the challenges Popular faces in raising
more than $1 billion in equity through the exchange offering,
there is the increased risk of deferral, warranting additional
downward notching of these instruments.  For this reason,
Popular's junior subordinated rating and the ratings on its trust
preferred securities were lowered to B1 from Baa2.

The review for possible downgrade of all Popular's ratings, other
than the holding company's Ca preferred rating, will focus on how
successful Popular is in raising more than $1 billion in common
equity through the exchange offering, what actions it might take
to cover any shortfall, and their impact, if any on the franchise.

Downgrades:

Issuer: BanPonce Trust I

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2

Issuer: Banco Popular de Puerto Rico

  -- Bank Financial Strength Rating, Downgraded to D+ from C
  -- Issuer Rating, Downgraded to Baa2 from A3
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa2 from A3
  -- Senior Unsecured Deposit Rating, Downgraded to Baa2 from A3

Issuer: Popular Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2
  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular Capital Trust II

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2
  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular Capital Trust III

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular Capital Trust IV

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular International Bank, Inc.

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
     (P)Ba1 from a range of (P)Baa2 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

Issuer: Popular North America Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2

Issuer: Popular North America Capital Trust III

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular North America Capital Trust IV

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular North America, Inc.

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Ba2 to Ba1 from a range of Baa2 to Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
     (P)Ba1 from a range of (P)Baa2 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa1

Issuer: Popular, Inc.

  -- Junior Subordinated Shelf, Downgraded to (P)B1 from (P)Baa2

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Ba2 to Ba1 from a range of Baa2 to Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Preferred Stock Preferred Stock, Downgraded to Ca from Baa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa1

On Review for Possible Downgrade:

Issuer: Banco Popular de Puerto Rico

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-2

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-2

Outlook Actions:

Issuer: BanPonce Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Banco Popular de Puerto Rico

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular International Bank, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America Capital Trust III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

The last rating action on Popular was taken on January 29, 2009,
when Popular's BFSR and long- and short-term ratings were
downgraded.

Popular, Inc., headquartered in San Juan, Puerto Rico, reported
total assets of $37.7 billion as of March 31, 2009.


POPULAR INC: Moody's Cuts Ratings to Low-B
-------------------------------------------
Moody's Investors Service downgraded the bank financial strength
rating and the long-term deposit and debt ratings of Banco Popular
de Puerto Rico.  The debt ratings of its parent, Popular, Inc.,
were also downgraded.  Regarding BPPR's ratings, its BFSR was
downgraded to D+ from C, its long-term deposits to Baa2 from A3.
Its short-term ratings were affirmed at Prime-2.  Regarding
Popular, Inc.'s ratings, its senior unsecured rating was lowered
to Ba1 from Baa1 and its subordinated rating to Ba2 from Baa2.  In
addition, Popular, Inc's junior subordinated rating was downgraded
to B1 from Baa2 and its preferred rating to Ca from Baa3.  All the
ratings, other than the preferred rating of the holding company,
remain on review for further possible downgrade.  The outlook on
the holding company's preferred rating is stable.  Popular, Inc.
and its subsidiaries are referred to collectively hereafter as
'Popular'.

Moody's said that the downgrade of Popular's ratings followed the
company's June 8, 2009 announcement regarding the suspension of
preferred dividends and an exchange offer to raise common equity,
as well as the expectation of increased credit losses.  Popular
intends to raise in excess of $1 billion in common equity, an
amount well above its current market capitalization.  Moody's said
the downgrades were prompted by increased credit concerns and the
challenges Popular faces in raising its planned amount of common
equity.  The variations in the magnitude of the downgrades were
the result of Moody's views on how the expected capital raise will
impact different obligations.

Actions on BPPR's ratings and Popular, Inc's senior unsecured and
subordinated ratings:

Moody's said the downgrade of BPPR's financial strength rating to
D+ reflects the expectation of increased credit costs and
franchise challenges.  These increased credit costs and franchise
challenges are mitigated somewhat by the expectation of an
increase in common equity raised through the conversion, although
the initial amount raised may be less than the company is
anticipating.  Popular continues to experience challenging
conditions in its home market of Puerto Rico, which has entered
its fourth year of economic recession.  At the same time,
Popular's U.S. mainland operations continue to face operating
losses that are accentuated by higher credit losses.
Consequently, credit costs are expected to continue at elevated
levels during 2009 and beyond, resulting in likely losses for the
company.  Furthermore, the possibility exists that the franchise
could be impaired should Popular decide to divest itself of
certain strategic assets in the event it falls short on the common
equity it intends to raise.

In downgrading the deposit and debt ratings of BPPR (deposits and
issuer to Baa2 from A3), Moody's incorporated one-notch of lift
for systemic support in view of the company's leading market
presence in Puerto Rico.  This is the first time lift for systemic
support has been incorporated in BPPR's ratings, Moody added.  No
such lift was incorporated in senior unsecured and subordinated
debt ratings of the holding company, which Moody's views as being
structurally subordinated to the bank and less likely to receive
systemic support.

Actions on Popular's Inc.'s preferred stock and junior
subordinated debt ratings:

The multi-notch downgrade on Popular Inc.'s preferred stock rating
incorporates the expected loss resulting from the suspension of
dividends on these non-cumulative instruments, which Moody's
believes could last for several years.  This explains Moody's
decision to downgrade Popular's preferred stock to Ca from Baa3.

With regard to Popular, Inc.'s junior subordinate ratings, Moody's
said that Popular may defer interest so as to encourage conversion
to common equity.  Moody's noted that the cumulative nature of the
interest on Popular's trust preferred obligations reduces the
incentive to defer interest, and Popular has not announced any
action with respect to interest on its trust preferred securities.
Nevertheless, because of the challenges Popular faces in raising
more than $1 billion in equity through the exchange offering,
there is the increased risk of deferral, warranting additional
downward notching of these instruments.  For this reason,
Popular's junior subordinated rating and the ratings on its trust
preferred securities were lowered to B1 from Baa2.

The review for possible downgrade of all Popular's ratings, other
than the holding company's Ca preferred rating, will focus on how
successful Popular is in raising more than $1 billion in common
equity through the exchange offering, what actions it might take
to cover any shortfall, and their impact, if any on the franchise.

Downgrades:

Issuer: BanPonce Trust I

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2

Issuer: Banco Popular de Puerto Rico

  -- Bank Financial Strength Rating, Downgraded to D+ from C
  -- Issuer Rating, Downgraded to Baa2 from A3
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa2 from A3
  -- Senior Unsecured Deposit Rating, Downgraded to Baa2 from A3

Issuer: Popular Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2
  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular Capital Trust II

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2
  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular Capital Trust III

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular Capital Trust IV

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular International Bank, Inc.

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
     (P)Ba1 from a range of (P)Baa2 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

Issuer: Popular North America Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to B1 from Baa2

Issuer: Popular North America Capital Trust III

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular North America Capital Trust IV

  -- Preferred Stock Shelf, Downgraded to (P)B1 from (P)Baa2

Issuer: Popular North America, Inc.

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Ba2 to Ba1 from a range of Baa2 to Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
     (P)Ba1 from a range of (P)Baa2 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa1

Issuer: Popular, Inc.

  -- Junior Subordinated Shelf, Downgraded to (P)B1 from (P)Baa2

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Ba2 to Ba1 from a range of Baa2 to Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Ba1 from a range of (P)Baa3 to (P)Baa1

  -- Preferred Stock Preferred Stock, Downgraded to Ca from Baa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa1

On Review for Possible Downgrade:

Issuer: Banco Popular de Puerto Rico

  -- OSO Rating, Placed on Review for Possible Downgrade,
     currently P-2

  -- Deposit Rating, Placed on Review for Possible Downgrade,
     currently P-2

Outlook Actions:

Issuer: BanPonce Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Banco Popular de Puerto Rico

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust II

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular International Bank, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America Capital Trust I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America Capital Trust III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America Capital Trust IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular North America, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Popular, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

The last rating action on Popular was taken on January 29, 2009,
when Popular's BFSR and long- and short-term ratings were
downgraded.

Popular, Inc., headquartered in San Juan, Puerto Rico, reported
total assets of $37.7 billion as of March 31, 2009.


PUERTO RICO PUBLIC: Moody's Corrects Insured Ratings
----------------------------------------------------
Moody's is correcting the insured ratings of the Puerto Rico
Public Building Authority, Government Facilities Revenue Refunding
Bonds, Series F 2002, CUSIPs 745235UX7 and 745235UW9 to Baa3 from
Aa3, on watch for possible downgrade.  The reason for the
correction is to reflect the higher of the rating of the Puerto
Rico Public Building Authority (Baa3 underlying rating) and CIFG
(rated Ba3) as the bond insurer, instead of FSA (rated Aa3, on
watch for possible downgrade).

Moody's is also assigning the Aa3, on watch for possible
downgrade, insured rating to the Puerto Rico Public Building
Authority, Government Facilities Revenue Refunding Bonds, Series F
2002, CUSIP 745235YF2.  The reason for this action is to reflect
that CUSIP 745235YF2 benefits from FSA Insurance.

The last rating action with respect to the CUSIPs 745235UX7 and
745235UW9 was on January 22, 2009, when the insured ratings were
affirmed.  The last rating action with respect to the CUSIP
745235YF2 was on May 20, 2009, when Moody's placed FSA's Aa3
rating on watch for possible downgrade.



=================
V E N E Z U E L A
=================

CITGO PETROLEUM: Restarts Operations at Illinois Refinery
---------------------------------------------------------
Citgo Petroleum Corp., owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A, restarted a
gasoline-producing fluidic catalytic cracking unit at its 167,000
barrel per day (bdd) Lemont, Illinois, refinery, Erwin Seba of
Reuters reports, citing officials on June 2.  The report recalls
the FCC shut down on June 1.

According to the report, other units affected by the shutdown
restarted throughout the day on June 2.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A., the
state-owned oil company of Venezuela.

                          *     *     *

As reported in the Troubled Company Reporter on June 5, 2009,
Fitch Ratings affirmed the current ratings of CITGO Petroleum
Corporation but revised the company's Outlook to Negative from
Stable.

Fitch affirmed these ratings for CITGO:

  -- Issuer Default Rating at 'BB-';
  -- Senior Secured Credit Facility at 'BBB-';
  -- Secured Term Loan at 'BBB-';
  -- Fixed-Rate Industrial Revenue Bonds at 'BBB-'.


PDVSA: Pledges to Pay Debts to Oil Contractors
----------------------------------------------
Petroleos de Venezuela (PDVSA) said it will pay its debts to oil
contractors and increase investment despite depressed world crude
prices and a wave of costly nationalizations, Rachel Jones of
Associated Press reports.

The report relates economist Pavel Gomez, a professor at the IESA
business school in Caracas, said PDVSA is likely hoping to assuage
the fears of major drilling companies and international creditors
by paying off its debts.

As reported in the Troubled Company Reporter-Latin America on
June 10, 2009, according to Bloomberg News, PDVSA said its debts
to suppliers more than doubled last year as the company fell
behind on payments after crude prices fell.  The report related a
company statement said accounts payable to suppliers such as
companies including U.S.-based Williams Cos. and Helmerich & Payne
Inc., and Italy’s Saipem SpA, climbed to US$7.56 billion from
US$3.1 billion at the end of 2007.

The TCR-Latin America, citing Dow Jones Newswires, reported
March 26, 2009 that Petroleos de Venezuela paid a fraction of its
debt to a group of 56 oil-service companies and rig operators
struggling to get paid by Venezuelan government.  The report
related unnamed industry executives said PDVSA paid as much as
much as 7% of total outstanding receivables to some of these
companies but many claim to have received even less.

Reuters said Helmerich & Payne Inc idled four rigs in Venezuela so
far due to a payment dispute and expects all 11 there to be idled
by this summer.  According to a company press release, Helmerich &
Payne disclosed that it was ceasing operations on their rigs in
Venezuela as their drilling contracts expire due to the lateness
of accounts receivable collections from its customer, PDVSA.
Reuters related that PDVSA owes Helmerich & Payne over nearly
US$100 million.

Dow Jones Newswires related oil service giants Halliburton Co.
(HAL) and Schlumberger Ltd. (SLB), have received anywhere between
5% and 7% of their total pending bill which adds to roughly US$1
billion combined, by some estimates.  According to the same
report, Oil Minister Rafael Ramirez said the government will
review the legality of these debts.

                           About PDVSA

Petroleos de Venezuela -- http://www.pdvsa.com/-- is Venezuela's
state oil company in charge of the development of the petroleum,
petrochemical, and coal industry, as well as planning,
coordinating, supervising, and controlling the operational
activities of its divisions, both in Venezuela and abroad.

                         *     *     *

As of May 19, 2009, Petroleos de Venezuela continues to carry a
'B1' local currency issuer rating from Moody's Ratings.

The company also continues to carry Standard and Poor's BB- Issuer
Credit Ratings.


* VENEZUELA: Six Japanese Firms Quit Aluminum Ops on Price Dispute
------------------------------------------------------------------
Six Japanese firms –- Kobe Steel Ltd, Showa Denko, Marubeni Corp,
Sumitomo Chemical Co, Mitsubishi Materials Corp, and Mitsubishi
Aluminum Co. --  have decided to quit aluminum smelting operations
in Venezuela due to a dispute over prices with their joint venture
partner, the Venezuelan government, Chakradhar Adusumilli of
Reuters reports, citing the Nikkei business daily.

Steven Bodzin and Daniel Cancel of Bloomberg report that the
Japanese companies now await talks with Venezuela’s government as
they seek to sell their 20% share of state-controlled CVG
Industria Venezolana de Aluminio CA (Venalum).  Bloomberg News
relates Nikkei business daily said the firms' share value is more
than JPY50 billion (US$513.4 million).

Reuters recalls since 2004, the Venezuelan government had sought
to raise prices for aluminum shipped to Japan to a level higher
than international prices.  However, the report relates because
the parties were unable to reach an agreement, exports to Japan
were suspended last year.

“We could buy aluminum more cheaply from Venezuela than from
Australia,” Mr. Makuta was quoted by Bloomberg News as saying.
“After the decree it was no longer the case.”

Bloomberg News says when the Japanese partners objected,
Venezuelan leaders suggested that they sell out.

Mr. Munakata, the Bloomberg News adds, said Venezuela’s Corp.
Venezolana de Guayana, the state mining and heavy-industries
holding company that owns 80% of Venalum, hasn’t accepted price
negotiations.

                         *     *     *

According to Moody's Investors Service, Venezuela continues to
carry a B2 foreign currency rating and a B1 local currency rating
with stable outlook.


* VENEZUELA: Won't Nationalize All Oil-Service Firms
----------------------------------------------------
Venezuela will not nationalize all the oil service companies
present in the country, Enrique Andres Pretel of Reuters reports,
citing Oil Minister Rafael Ramirez.  The report relates Mr.
Ramirez said that the “gas and water injection units seized last
month were "monopolistic."

The TCR-Latin America, citing Bloomberg News, reported June 8,
2009, that the Venezuelan government took control of 70 gas
compression units and will take more as President Hugo Chavez
increases control of energy-related facilities in South America’s
biggest oil exporter.  According to the report, President Chavez
said the government plans to take over more facilities until
today, June 8.  The state is targeting operators that “don’t
comply with the constitution,” he said.

Mr. Ramirez, as cited by Reuters, said: "Here the big question
is ... are we going absorb all the oil service activities? I want
to clarify that, it's not like that."

As reported in the Troubled Companny Reporter-Latin America on
May 7, 2009, Bloomberg News said stated-owned Petroleos de
Venezuela (PDVSA) will take over some oil field services being
carried out by private companies after lawmakers approved a bill
to increase government control.  The National Assembly gave
preliminary approval to allow the government to take over
activities including water injection into oil wells, compressing
natural gas and management of docks and boats in Lake Maracaibo,
Energy and Mines Commission Head Angel Rodriguez said in an e-
mailed statement obtained by Bloomberg News.  The same report
related the statement said that if the state took control from a
company, the government would assess payment at so- called book
value and deduct labor and environmental costs.  Payment would be
in cash, or securities, it added.  According to Bloomberg News,
Venezuela has called on services companies to lower fees by as
much as 40% this year as PDVSA faces increased debt after oil
prices plunged.

                         *     *     *

According to Moody's Investors Service, Venezuela continues to
carry a B2 foreign currency rating and a B1 local currency rating
with stable outlook.


* VENEZUELA: Oil Shipments to Cuba Rose by 32%; Asia Sales Doubled
------------------------------------------------------------------
Venezuela’s shipments of crude oil and refined products to Cuba
gained 32% in 2008 and sales to Asia doubled under President Hugo
Chavez’s strategy of diversifying the country’s oil sales to rely
less on the U.S., Steven Bodzin of Bloomberg News reports.

According to the report, state-owned Petroleos de Venezuela
(PDVSA) sales to Cuba climbed by 28,000 barrels a day to 115,000
barrels a day, while sales to Asia gained by 223,000 barrels a day
to 422,000.

According to the report, Cuba received twice as much crude oil in
2008 as a year earlier as a joint venture with Venezuela restarted
a refinery in the Cuban city of Cienfuegos.

The report notes PDVSA said most of its Asian shipments went to
China, India and Singapore, with sales to Japan falling to zero.

Venezuela is paying off US$8 billion in loans from the China
Development Bank and US$3.5 billion in loans from Japan’s Mitsui &
Co. and Marubeni Corp. with oil and related products, the report
says.

                         *     *     *

According to Moody's Investors Service, Venezuela continues to
carry a B2 foreign currency rating and a B1 local currency rating
with stable outlook.



===============
X X X X X X X X
===============

* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 11-14, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa
          Traverse City, Michigan
             Contact: http://www.abiworld.org/

June 21-24, 2009
INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
    BANKRUPTCY PROFESSIONALS
       8th International World Congress
          TBA
             Contact: http://www.insol.org/

July 16-19, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Mt. Washington Inn
          Bretton Woods, New Hampshire
             Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Conference
       The Westin Hilton Head Island Resort & Spa,
       Hilton Head Island, S.C.
          Contact: http://www.abiworld.org/

Aug. 6-8, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Conference
       Hotel Hershey, Hershey, Pa.
          Contact: http://www.abiworld.org/

Sept. 10-11, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Complex Financial Restructuring Program
       Hyatt Regency Lake Tahoe, Incline Village, Nevada
          Contact: http://www.abiworld.org/

Sept. 10-12, 2009
AMERICAN BANKRUPTCY INSTITUTE
    17th Annual Southwest Bankruptcy Conference
       Hyatt Regency Lake Tahoe, Incline Village, Nevada
          Contact: http://www.abiworld.org/

Oct. 2, 2009
AMERICAN BANKRUPTCY INSTITUTE
    ABI/GULC "Views from the Bench"
       Georgetown University Law Center, Washington, D.C.
          Contact: http://www.abiworld.org/

Oct. 5-9, 2009
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Marriott Desert Ridge, Phoenix, Arizona
          Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
AMERICAN BANKRUPTCY INSTITUTE
    NCBJ/ABI Educational Program
       Paris Las Vegas, Las Vegas, Nev.
          Contact: http://www.abiworld.org/

Dec. 3-5, 2009
AMERICAN BANKRUPTCY INSTITUTE
    21st Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, California
          Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa, Traverse City, Michigan
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Ocean Edge Resort, Brewster, Massachusetts
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Conference
       The Ritz-Carlton Amelia Island, Amelia, Fla.
          Contact: http://www.abiworld.org/

Aug. 5-7, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hyatt Regency Chesapeake Bay, Cambridge, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       JW Marriott Grande Lakes, Orlando, Florida
          Contact: http://www.turnaround.org/

Dec. 2-4, 2010
AMERICAN BANKRUPTCY INSTITUTE
    22nd Annual Winter Leadership Conference
       Camelback Inn, Scottsdale, Arizona
          Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa
          Traverse City, Michigan
             Contact: http://www.abiworld.org/

Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    23rd Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, California
          Contact: 1-703-739-0800; http://www.abiworld.org/



                            ***********

Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable.   Those
sources may not, however, be complete or accurate.  The Monday
Bond Pricing table is compiled on the Friday prior to
publication.  Prices reported are not intended to reflect actual
trades.  Prices for actual trades are probably different.  Our
objective is to share information, not make markets in publicly
traded securities.  Nothing in the TCR-LA constitutes an offer
or solicitation to buy or sell any security of any kind.  It is
likely that some entity affiliated with a TCR-LA editor holds
some position in the issuers' public debt and equity securities
about which we report.

Tuesday's edition of the TCR-LA features a list of companies
with insolvent balance sheets obtained by our editors based on
the latest balance sheets publicly available a day prior to
publication.  At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical
cost net of depreciation may understate the true value of a
firm's assets.  A company may establish reserves on its balance
sheet for liabilities that may never materialize.  The prices at
which equity securities trade in public market are determined by
more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

                            ***********


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.  Marie Therese V. Profetana, Marites O. Claro, Joy
A. Agravente, Pius Xerxes V. Tovilla, Rousel Elaine C. Tumanda,
Valerie C. Udtuhan, Frauline S. Abangan, and Peter A. Chapman,
Editors.


Copyright 2009.  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 US$625 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 US$25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.


           * * * End of Transmission * * *