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SPE LATIN AMERICAN ACQUISITION CORPORATION

BY-LAWS

SPE LATINAMERICAN ACQUISITION CORPORATION BY-LAWS

TABLE OF CONTENTS

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ARTICLE ONE - OFFICES S e c t i o n 1.1 Registered O f f i c e and Agent S e c t i o n 1.2 Other O f f i c e s

ARTICLE TWO ^ S e c t i o n 2 S e c t i o n 2 S e c t i o n 2 S e c t i o n 2 S e c t i o n 2 S e c t i o n 2 S e c t i o n 2 S e c t i o n 2 S e c t i o n 2 S e c t i o n 2

^ STOCKHOLDERS' MEETINGS 1 Place of Meetings 2 Annual Meetings 3 S p e c i a l Meeting ^ Notice of Meetings 5 Quorum ^ Vo t i n g of Shares ^ Pro x i e s S P r e s i d i n g O f f i c e r 9 Adjournments 10 A c t i o n of Stockholders

Without a Meeting

ARTICLE THREE - THE BOARD OF DIRECTORS Se c t i o n 3.1 S e c t i o n 3.2

S e c t i o n 3.3 S e c t i o n 3.^ S e c t i o n 3.5 S e c t i o n 3.6

General Powers Number, E l e c t i o n and Term of

O f f i c e Removal Vacancies Compensation Committees of the Board

of D i r e c t o r s

ARTICLE FOUR -S e c t i o n ^.1 S e c t i o n ^.2 S e c t i o n ^.3 S e c t i o n ^.^ S e c t i o n ^.5 S e c t i o n ^.6 S e c t i o n ^.7

S e c t i o n ^.8 S e c t i o n ^.9

MEETINGS OF THE BOARD OF DIRECTORS Regular Meetings S p e c i a l Meetings Place of Meetings Notice of Meetings Quorum ^ote Required f o r A c t i o n A c t i o n by D i r e c t o r s Without

a Meeting Adjournments P a r t i c i p a t i o n by Conference

Telephone

ARTICLE FIVE - NOTICE AND WAI^R Se c t i o n 5.1 Procedure S e c t i o n 5.2 Waiver

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ARTICLE SIX Se c t i o n 6.1 Se c t i o n ^.2 Se c t i o n 6.3 Se c t i o n 6.^ Se c t i o n ^.5 Se c t i o n ^.^ Se c t i o n ^.7 Se c t i o n ^.^ Se c t i o n ^.9 Se c t i o n ^.10 Se c t i o n ̂ .11

Se c t i o n 6.12

- OFFICERS Number E l e c t i o n and Term Compensation Removal Chairman Presid e n t V i c e - P r e s i d e n t s Secretary Treasurer C o n t r o l l e r A s s i s t a n t Secretary and

A s s i s t a n t Treasurer Bonds

ARTICLE SE^EN ̂ S e c t i o n 7.1

Se c t i o n 7.2 Se c t i o n 7.3 Se c t i o n 7.^

ARTICLE EIGHT ̂ Se c t i o n S . l

S e c t i o n 8.2 Se c t i o n B.3

Se c t i o n B.^ Se c t i o n 8.5

Se c t i o n 8.^ Se c t i o n 8.7

DIVIDENDS Time and Conditions of

De c l a r a t i o n Reserves Stock Dividends - Unissued Shares Stock S p l i t s

SHARES A u t h o r i z a t i o n and Issuance of

Shares Stock C e r t i f i c a t e s Rights of Corporation w i t h

Respect t o Registered Owners Transfer of Stock Lost, S t o l e n or Destroyed

C e r t i f i c a t e s F i x i n g of Record Date Record Date i f None Fixed

9

9 10 10 10

10

10 10

11 11

11 12 12

ARTICLE NINE -Se c t i o n 9.1 Se c t i o n 9.2

INDEMNIFICATION In d e m n i f i c a t i o n Insurance

12 12 12

ARTICLE TEN - BOOKS AND RECORDS Sec t i o n 10.1 In s p e c t i o n of Books and Records S e c t i o n 10.2 F i s c a l Year S e c t i o n 10.3 Seal S e c t i o n 10.^ Annual Statement

13 13 13 13 13

ARTICLE ELE^N - AMENDMENTS Sec t i o n 11.1 Power t o Amend By-laws S e c t i o n 11.2 Conditions

13 13 13

SPE LATIN AMERICAN ACQUISITION CORPORATION

ARTICLE ONE

O f f i c e s

1.1 P r i n c i p a l O f f i c e s . The Board of D i r e c t o r s s h a l l f i x the l o c a t i o n of the p r i n c i p a l executive o f f i c e of the c o r p o r a t i o n a t any place w i t h i n or outside the State of Delaware. I f the p r i n c i p a l executive o f f i c e i s l o c a t e d outside t h i s S t a t e , the Board of D i r e c t o r s s h a l l f i x and designate a p r i n c i p a l business o f f i c e i n the State of Delaware.

1.2 Other O f f i c e s . The c o r p o r a t i o n may have o f f i c e s a t such pl a c e or places w i t h i n or without the State of Delaware as the Board of D i r e c t o r s may from time t o time appoint or the business of the c o r p o r a t i o n may r e q u i r e or make d e s i r a b l e .

ARTICLE TWO

Stockholders' Meetings

2.1 Place of Meetings. Meetings of the stockholders s h a l l be he l d at any place w i t h i n or outside the Sta t e of Delaware as set f o r t h i n the n o t i c e thereof or, i n the event of a meeting h e l d pursuant t o waiver of n o t i c e , as may be s e t f o r t h i n the waiver or, i f no pla c e i s so s p e c i f i e d , at the r e g i s t e r e d o f f i c e of the co r p o r a t i o n .

2.2 Annual Meetings. The annual meeting of stockholders s h a l l be h e l d on a date and at a time as s h a l l be designated by the Board of D i r e c t o r s and s t a t e d i n the n o t i c e of the meeting, f o r the purpose of e l e c t i n g d i r e c t o r s and t r a n s a c t i n g any and a l l business t h a t may pr o p e r l y come before the meeting.

2.3 S p e c i a l Meetings. S p e c i a l meetings of the stockholders may be c a l l e d a t any time by the Chairman, i f any, the Pr e s i d e n t , the Board of D i r e c t o r s , or by the holder of f i f t y percent (50^) or more of a l l the shares e n t i t l e d t o vote.

2.^ Notice of Meetings. Unless waived as contemplated i n Sec t i o n 5.2 or by attendance a t the meeting, e i t h e r i n person or by proxy, f o r any purpose other than t o ob j e c t t o the t r a n s a c t i o n of business, a w r i t t e n or p r i n t e d n o t i c e of each st o c k h o l d e r s ' meeting s t a t i n g the place, day and hour of the meeting s h a l l be d e l i v e r e d not l e s s than ten days nor more than s i x t y days before the date thereof, e i t h e r p e r s o n a l l y or by m a i l , by or at the d i r e c t i o n of the Chairman, i f any, the Pr e s i d e n t , the Secretary or other person c a l l i n g the meeting, t o each stockholder of record entitied to vote at such meeting. In the case of an

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annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Delaware General Corporation Law requires to be stated i n the notice of the meeting. In the case of a special meeting, the notice of meeting s h a l l state the purpose orpurposes forwhich the meeting i s c a l l e d .

2.5 Quorum. At a l l meetings of the stockholders, the presence, i n person or by proxy of the holders of more than one-half of the shares outstanding and e n t i t l e d to vote s h a l l constitute a quorum. I f a quorum i s present, a majority of the shares outstanding and e n t i t l e d to vote which are represented at any meeting s h a l l determine any matter coming before the meeting unless a d i f f e r e n t vote i s required by statute, by the C e r t i f i c a t e of Incorporation or by these by-laws. The stock­holders at ameetingat which a quorum i s p r e s e n t may continue to transact business u n t i l adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum i f any action taken (other than adjournment) i s approved by at least a majority of the shares required to constitute a quorum.

2.^ Voting of Shares. Except as otherwise provided by statute o r t h e C e r t i f i c a t e of Incorporation o r t h e C e r t i f i c a t e of Powers, Designations, Preferencesand Rights thereunder, eachoutstanding share having voting r i g h t s s h a l l be e n t i t l e d to one vote on each matter submitted to a vote at ameeting of stockholders except as otherwise provided herein. Voting on a l l matters s h a l l be by voice vote or by show of hands unless any q u a l i f i e d voter, p r i o r to the voting on any matter, demands a vote by b a l l o t , i n which case each b a l l o t s h a l l state the name of the stockholder voting and the number of shares voted by such stockholder, and i f such b a l l o t be cast by proxy, i t s h a l l also state the name of such proxy.

2.^ Proxies. A stockholder e n t i t l e d to vote pursuant to Section 2.6 mayvote i n person or by proxy executed i n w r i t i n g b y the stockholder or by an attorney-in-fact. A proxy s h a l l not be v a l i d a f t e r three years from the date of i t s execution, unless a longer period i s expressly stated therein. I f the v a l i d i t y of any proxy i s questioned i t must be submitted to the Secretary of the stockholders' meeting for examination or to a proxy o f f i c e r or committee appointed by the person presiding at the meeting. The Secretary of the meeting or, i f appointed, the proxy o f f i c e r or committee, s h a l l determine the v a l i d i t y or i n v a l i d i t y of any proxy submitted and reference by the Secretary i n the minutes of the meeting s h a l l constitute prima facie evidence of the facts stated for the purpose of establishing the presence of a quorum at such meeting and for a l l other purposes.

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2.8 Presiding O f f i c e r . The Chairman, i f any, the President, or i n theabsence o f b o t h , a ^ i c e President, s h a l l serve as Chairman of every stockholders' meeting unless some other person i s elected to serve as Chairman by a majority vote of the shares represented at the meeting. The Chairman s h a l l appoint such person as he or she deems required to a s s i s t with the meeting.

2.9 Adjournments. Any meeting of the stockholders, whether or not a quorum i s present, may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a s p e c i f i c time and place. I t s h a l l not be necessary to give any notice of the reconvened meeting or of the business to be transacted, i f the time and place of the recon­vened meeting are announced at the meeting which was adjourned, except that i f the adjournment i s for more than t h i r t y days, or i f a f t e r the adjournment a new record date i s fixe d for the adjourned meeting, a notice of the adjourned meeting s h a l l be given to each stockholder of record e n t i t l e d to vote at the meeting. At any such reconvened meeting at which a quorum i s represented or present, any business may be transacted which could have been transacted at the meeting which was adjourned.

2.10 Action of Stockholders Without a Meeting. Anyactionwhich may be taken at a meeting of the stockholders may be taken without a meeting i f a written consent, s e t t i n g f o r t h the action authorized, s h a l l be signed by each of the stockholders e n t i t l e d to vote on such action. Suchwritten consent s h a l l have the same eff e c t as a unanimous vote of the stockholders at a special meeting c a l l e d for the purpose of considering the action authorized and s h a l l be f i l e d i n the minute book of the corpora­t i o n by the o f f i c e r having custody of the corporate books and records.

ARTICLE THREE

The Board of Directors

3.1 General Powers. The business and a f f a i r s of the corporation s h a l l be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon i t by these by­laws, the Board of Directors may exercise a l l such powers of the corporation and do a l l such lawful acts and things as are not by law, by a l e g a l agreement among stockholders, by the C e r t i f i c a t e of Incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

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3.2 Numbers Election and Term of Offi c e . The number of directors of the corporation s h a l l be not less than one nor more than eleven, the precise number to be fixed by resolution of the stockholders or the Board of Directors from time to time. Except as provided i n Section 3.^, the directors s h a l l be elected by the affirmative vote of a majority of the shares represented at the annual meeting. Each d i r e c t o r , except i n case of death, resignation, retirement, d i s q u a l i f i c a t i o n , or removal, s h a l l serve u n t i l the next succeeding annual meeting and thereafter u n t i l h i s o r h e r successor s h a l l have been elected and q u a l i f i e d .

3.3 Removal. Any direc t o r may be removed from o f f i c e with or without cause by the affirmative vote of the holders of a majority of the shares e n t i t l e d to vote at an el e c t i o n of dir e c t o r s . Removal action may be taken at any stockholders' meeting with respect to which notice of such purpose has been given or by written consent of the stockholders, and a removed director's successor may be elected at the same meeting to serve the unexpired term.

3.^ vacancies. A vacancy occurring i n the Board of Directors, except by reason of removal of a dire c t o r , may be f i l l e d for the unexpired term, and u n t i l the stockholders s h a l l have elected a successor, by affirmative vote of a majority of the directors remaining i n o f f i c e though less than a quorum of the Board of Directors or by a sole remaining di r e c t o r .

3.5 Compensation. Directors may receive such compensation for t h e i r services as may from time to time be fixed by vote of the Board of Directors or the stockholders. A di r e c t o r may also serve the corporation i n a capacity other than that of a direc t o r and receive compensation, asdeterminedby theBoard of Directors for services rendered i n that other capacity.

3.^ Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the f u l l Board of Directors, may designate from among i t s members an executive committee and one or more other committees, each consisting of three or more dire c t o r s . Except as prohibited by law, each committee s h a l l have the authority set forth i n the resolution establishing said committee.

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ARTICLE FOUR

Meetings of the Board of Directors

^.1 Regular Meetings. Regular meetings of the Board of Directors s h a l l be held immediately a f t e r the annual meeting of stockholders or any meeting held i n l i e u thereof. In addition, the Board of Directors may schedule other meetings to occur at regular i n t e r v a l s throughout the year.

^.2 Special Meetings. Special meetings of the Board of Directors may be c a l l e d by or at the request of the Chairman, i f any, the President, or i n the absence of both by the Secretary of the corporation, or by any two directors i n o f f i c e at that time, except that when the Board of Directors consists of only one Director, then one dire c t o r may c a l l a special meeting.

^.3 Place of Meetings. Directorsmay hold t h e i r meetings at any place within or outside the State of Delaware as the Board of Directors may from time to time es t a b l i s h for regularmeetings or as i s set fort h i n the notice of special meetings or, i n the event of a meeting held pursuant to waiver of notice, as may be set f o r t h i n the waiver.

^.^ Notice of Meetings. No notice s h a l l be required for any regularly scheduled meeting of the directors of the corporation. Unless waived as contemplated i n Section 5.2, the Chairman, i f any, the President or the Secretary of the corporation or any di r e c t o r thereof s h a l l give notice to each d i r e c t o r of each special meeting which notice s h a l l state the time, place and purposes of the meeting. Such notice s h a l l be given by mailing a notice of the meeting at least ten days before the date of the meeting, or by telephone, telegram, cablegram or facsimile transmission or personal delivery at le a s t two days before the date of the meeting. Notice s h a l l be deemed to have been given by telegram or cablegram at the time notice i s f i l e d with the transmitting agency. Attendance by a d i r e c t o r at a meeting s h a l l constitute waiver of notice of such meeting, except where a di r e c t o r attends a meeting for the express purpose of objecting to the transaction of business because the meeting i s not l a w f u l l y c a l l e d .

^.5 Quorum. At meetings of the Board of Directors, more than one-half of the directors then i n o f f i c e s h a l l be necessary to constitute a quorum for the transaction of business. In no case s h a l l less than two directors constitute a quorum, except that when the Board of Directors consists of only one d i r e c t o r , then one d i r e c t o r s h a l l constitute a quorum.

^^6 ^ote Reguired for Action. Except as otherwise provided i n these by-laws or by law, the act of a majority of the directors present at a meeting at which there i s a quorum s h a l l be the act of the Board of Directors.

Action bv Directors Without a Meeting. Anyaction required or permitted to be taken at any meeting of the Board of Direc­t o r s , o r o f any committee thereof, may be takenwithoutameeting i f a w r i t t e n c o n s e n t t h e r e t o s h a l l b e signedby a l l t h e d i r e c t o r s or members of the committee and such written consent i s f i l e d with the minutes of the proceedings of the Board or the commit­tee. Such consent s h a l l have the same force and eff e c t as a unanimous vote of the Board of Directors at a duly c a l l e d and duly constituted meeting.

Adjournments. Ameeting of the Board of Directors, whether or not a quorum i s p r e s e n t , maybe adjournedby a m a j o r i t y of the directors present to reconvene at a s p e c i f i c time and place. I t s h a l l not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum i s present, any business may be transacted which could have been transacted at themeeting which was adjourned.

P a r t i c i p a t i o n bv Conference Telephoned Membersof theBoard of Directors, or members of any committee of the Board of Directors, may pa r t i c i p a t e i n a m e e t i n g o f t h e B o a r d o f Directors or of such committee by means of conference telephone or s i m i l a r communicationsequipment t h r o u g h w h i c h a l l p e r s o n s p a r t i c i p a t i n g i n themeeting can hear each other. P a r t i c i p a t i o n i n a meeting pursuant t o t h i s Section ^.9 s h a l l constitutepresence inperson at such meeting.

ARTICLE F I ^

Notice and Waiver

5.1 Procedure. Whenever these by-laws require notice to be given to any stockholder or di r e c t o r , the notice s h a l l be given as prescribed i n Section 2.^ or ^.^ for any stockholder or dir e c t o r respectively. Whenever notice i s given to a share­holder or d i r e c t o r b y mail, t h e n o t i c e s h a l l be sent f i r s t c l a s s mail by depositing the same i n a post o f f i c e or l e t t e r box i n a postage prepaid sealed envelope addressed to the stockholder or di r e c t o r at his or her address as i t appears on the books of the corporation, and such notice s h a l l be deemed to have been given at the time the same i s deposited i n the United States Mai l .

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5.2 Waiver. Whenever any notice i s required to be given to any stockholder or direc t o r by law, by the C e r t i f i c a t e of Incor­poration or by these by-laws, a waiver thereof i n wr i t i n g signed by the di r e c t o r or stockholder e n t i t l e d to such notice or by the proxy of such stockholder, whether before or a f t e r themeeting to which the waiver pertains, s h a l l be deemed equivalent thereto.

ARTICLE SIX

Officers

^.1 Number. TheOfficers of t h e c o r p o r a t i o n s h a l l b e e l e c t e d by the Board of Directors and may consist of, at the d i s c r e t i o n of the Boardof Directors, a Chairman, a President, oneor more^ice Presidents as determined or designatedby the Boardof Directors, a Secretary and a Treasurer. The Board of Directors may elect a vice Chairman and a Controller and one or more of the following; Assistant Secretary, Assistant Treasurer and Assistant Con­t r o l l e r . Any two ormore o f f i c e s may be held by the same person, except the o f f i c e s of the President and of the Secretary.

The corporation may have a General Counsel who s h a l l be ap­pointed by the Board of Directors and s h a l l have general supervision of a l l matters of a le g a l nature concerning the corporation, unless the Board of Directors has also appointed a General Tax Counsel, inwhich event theGeneral Tax Counsel s h a l l have general supervision of a l l tax matters of a le g a l nature concerning the corporation.

The corporation may have a Chief Financial O f f i c e r who s h a l l be appointed by the Board of Directors and s h a l l have general supervision over the f i n a n c i a l a f f a i r s of the corporation.

^^2 Elect i o n and Term. A l l Officers s h a l l be elected by the Board of Directors and s h a l l serve at the w i l l of the Board of Directors and u n t i l t h e i r successors have been elected and have q u a l i f i e d or u n t i l t h e i r e a r l i e r death, resignation, removal, retirement or d i s q u a l i f i c a t i o n .

^^3 Compensation. The compensation of a l l O f f i c e r s of the corporation s h a l l be fixed by the Board of Directors.

^.^ Removal. Any Of f i c e r or agent elected by the Board of Directorsmay be removedby the Board of Directors at any meeting with respect to which notice of such purpose have been given to the members thereof.

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6.5 Chairman. The Chairman, i f any, s h a l l be the Chief Executive O f f i c e r of the corporation and subject to the o v e r a l l d i r e c t i o n and supervision of the Board of Directors^ and s h a l l be i n g e n e r a l charge of the a f f a i r s of thecorporation^ and s h a l l consult and advise with the Board of Directors on the business and the a f f a i r s of the corporation. The Chairman s h a l l have the power to make and execute contracts on behalf of the corporation and to delegate such power to others.

^.^ President. The President s h a l l have suchpowers and perform such duties as may be assigned by the Board of Directors or by the Chairman, i f any. In the absence or d i s a b i l i t y of the President, h i s or her duties s h a l l be performed by such Vice President as the Chairman, i f any, or the Board of Directors may designate. The President s h a l l also have the power to make and execute contracts on the corporation's behalf and to delegate such power to others.

6.7 Vice Presidents. The Vice President s h a l l , i n the absence or d i s a b i l i t y of the President, or at the d i r e c t i o n of the President, perform the duties and exercise the powers of the President. I f the corporation has more than one ^ i c e President, the one designatedby the Board of Directors s h a l l act i n l i e u of the President. The Vice President s h a l l perform whatever duties and exercise such powers as the Board of Directors may from time to time assign.

^.8 Secretarv. The Secretary s h a l l keep accurate records o f t h e acts and proceedings of a l l meetings of stockholders, directors and committees of directors. He or she s h a l l have authority to give a l l notices required by law or these by-laws. He or she s h a l l be custodian of the corporate books, records, contracts and other documents. The Secretary may a f f i x the corporate seal to any l a w f u l l y executed documents requiring i t and s h a l l sign such instruments as may require his or her signature. The Secretary s h a l l perform a l l functions on behalf of the corporation i n connection with the transfer of shares, and such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board of Directors.

The Secretary s h a l l keep, or cause to be kept, at the p r i n c i p a l executive o f f i c e , as determined by resolution of the Board, a s h a r e r e g i s t e r showing the names of a l l stockholders and t h e i r addresses, the number and classes of shares held by each, the number and date of c e r t i f i c a t e s issued for the same, and the number and date of cancellation of every c e r t i f i c a t e surrendered for cancellation.

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6.9 Treasurer. The Treasurer s h a l l have custody of a l l funds and s e c u r i t i e s belonging t o the c o r p o r a t i o n and s h a l l r e c e i v e , d e p o s i t or disburse the same under the d i r e c t i o n of the Board of D i r e c t o r s . The Treasurer s h a l l keep f u l l and t r u e accounts of a l l r e c e i p t s and disbursements and s h a l l make such r e p o r t s of the same t o the Board of D i r e c t o r s , the Chairman, i f any, and the Pre s i d e n t upon request. The Treasurer s h a l l perform such a d d i t i o n a l d u t i e s and have such a d d i t i o n a l powers as may be assigned t o him or her from time t o time by the Board of D i r e c t o r s .

^.10 C o n t r o l l e r . The C o n t r o l l e r s h a l l keep or cause t o be kept i n the books of the c o r p o r a t i o n provided f o r t h a t purpose a t r u e account of a l l t r a n s a c t i o n s and of the assets and l i a b i l i t i e s of the c o r p o r a t i o n . The C o n t r o l l e r s h a l l prepare and submit t o the Chief F i n a n c i a l O f f i c e r p e r i o d i c balance sheets, p r o f i t and l o s s statements and such other schedules as may be r e q u i r e d t o keep the Chief F i n a n c i a l O f f i c e r , the Chairman, i f any, and the Pre s i d e n t c u r r e n t l y informed of the operations and f i n a n c i a l c o n d i t i o n of the c o r p o r a t i o n , cause adequate i n t e r n a l a u d i t s of the f i n a n c i a l t r a n s a c t i o n s of the c o r p o r a t i o n t o bemade, prepare and submit annual budgets, and perform such other d u t i e s as may be assigned by the Chief F i n a n c i a l O f f i c e r .

^^11 A s s i s t a n t Secretary and A s s i s t a n t Treasurer. T h e A s s i s t a n t Secretary and A s s i s t a n t Treasurer s h a l l , i n the absence or d i s a b i l i t y of the Secretary or the Treasurer, r e s p e c t i v e l y , perform the d u t i e s and e x e r c i s e the powers of those o f f i c e s , and they s h a l l , i n general, perform such other d u t i e s as s h a l l be assigned t o them by the Board of D i r e c t o r s or by the person ap p o i n t i n g them. S p e c i f i c a l l y , the A s s i s t a n t Secretary may a f f i x the corporate s e a l t o a l l necessary documents and a t t e s t the sig n a t u r e of any o f f i c e r of the c o r p o r a t i o n .

^.12 Bonds. The Board of D i r e c t o r s may by r e s o l u t i o n r e q u i r e any and a l l of the o f f i c e r s , agents or employees of the corpora­t i o n t o g i v e bonds t o the c o r p o r a t i o n , w i t h s u f f i c i e n t surety or s u r e t i e s , c o n d i t i o n e d on the f a i t h f u l performance of the d u t i e s of t h e i r r e s p e c t i v e o f f i c e s or p o s i t i o n s and t o comply w i t h such other c o n d i t i o n s as may from time t o time be r e q u i r e d by the Board Of D i r e c t o r s .

ARTICLE SEVEN

Dividends

7.1 Time and Conditions of D e c l a r a t i o n . Dividends upon the outstanding shares of the c o r p o r a t i o n may be decla r e d by the Board of D i r e c t o r s a t any r e g u l a r or s p e c i a l meeting and p a i d i n cash, property or i n shares of c a p i t a l stock.

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7.2 Reserves. Before the payment of any d i v i d e n d or the making of any d i s t r i b u t i o n of p r o f i t , t h ere s h a l l be s e t asid e out of the earned su r p l u s or curr e n t net earnings of the c o r p o r a t i o n such sums as the Board of D i r e c t o r s from time t o time i n i t s absolute d i s c r e t i o n deems proper as a reserve fund f o r meeting con t i n g e n c i e s , t o pay and discharge indebtedness, or t o f u l f i l l other purposes which the Board of D i r e c t o r s s h a l l deem t o be i n the best i n t e r e s t of the c o r p o r a t i o n .

7.3 Stock Dividends - Unissued Shares. Dividends may be d e c l a r e d b y t h e B o a r d o f D i r e c t o r s a n d p a i d i n t h e a u t h o r i z e d b u t unissued shares of the c o r p o r a t i o n out of any unreserved and u n r e s t r i c t e d s u r p l u s of the corporations provided t h a t such shares s h a l l be issued a t not l e s s than t h e p a r v a l u e t h e r e o f , i f any, a n d t h e r e s h a l l be t r a n s f e r r e d t o s t a t e d c a p i t a l a t t h e t i m e ^uc^h d i v i d e n d i s p a i d an amount of surp l u s a t l e a s t equal t o the aggregate par value, i f any, of the shares t o be issued as a di v i d e n d .

7.^ Stock S p l i t s . A s p l i t or d i v i s i o n of the issued shares of any c l a s s i n t o a g r e a t e r number of shares of the same c l a s s without i n c r e a s i n g the s t a t e d c a p i t a l of the c o r p o r a t i o n s h a l l not be construed t o be a stock d i v i d e n d w i t h i n the meaning of t h i s A r t i c l e Seven.

ARTICLE EIGHT

Shares

B . l A u t h o r i z a t i o n and Issuance of Shares. The maximum numberof shares, of any c l a s s , of the c o r p o r a t i o n which may be issued and outstanding s h a l l be as s e t f o r t h from time t o time i n the C e r t i f i c a t e of I n c o r p o r a t i o n of the c o r p o r a t i o n . The Board of D i r e c t o r s may, by r e s o l u t i o n f i x i n g the number of shares t o be issued and the amount and k i n d of c o n s i d e r a t i o n t o be r e c e i v e d , increase or decrease the number of issued and outstanding shares of the c o r p o r a t i o n w i t h i n the maximum au t h o r i z e d by the C e r t i f i c a t e of I n c o r p o r a t i o n and the minimum requirements of the C e r t i f i c a t e of In c o r p o r a t i o n and of Delaware law.

B.2 Stock C e r t i f i c a t e s . The i n t e r e s t of each stock h o l d e r s h a l l be evidenced b y a c e r t i f i c a t e or c e r t i f i c a t e s r e p r e s e n t i n g s h a r e s of the c o r p o r a t i o n which s h a l l be i n such form as the Board of D i r e c t o r s may from time t o time adopt i n accordance w i t h the Delaware law. Stock c e r t i f i c a t e s s h a l l be c o n s e c u t i v e l y numbered, s h a l l be i n r e g i s t e r e d form, and s h a l l i n d i c a t e the date of i s s u e , and a l l such information s h a l l be entered on the co r p o r a t i o n ' s books. Each c e r t i f i c a t e f o r shares of the corpora­t i o n , the t r a n s f e r of which i s r e s t r i c t e d by law, by these by­laws o r b y c o n t r a c t , s h a l l b e a r a legend conspicuously n o t i n g the

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existence of such r e s t r i c t i o n . Each c e r t i f i c a t e s h a l l be signed by the President or a Vice President and the Secretary or an Assistant Secretary and s h a l l be sealed with the seal of the corporationor a facsimile thereof^ provided, however, that where such c e r t i f i c a t e i s signed by a transfer agent, or registered by a r e g i s t r a r , the signature of any such o f f i c e r may be facsimile. In case any o f f i c e r or o f f i c e r s who s h a l l have signed or whose facsimile signature s h a l l have been placed upon a stock c e r t i f i ­cate s h a l l have ceased for any reason to be such o f f i c e r or o f f i c e r s of the corporation before such c e r t i f i c a t e i s issued, such c e r t i f i c a t e may be issued by the corporation with the same eff e c t as i f the person or persons who signed such c e r t i f i c a t e or whose facsimile signatures s h a l l have been used thereon had not ceased to be such o f f i c e r or o f f i c e r s .

8.3 Rights of Corporation with Respect to Registered Owners. P r i o r to due presentation for transfer of r e g i s t r a t i o n of i t s shares, the corporation may treat the registered owner of the shares as the person exclusively e n t i t l e d to vote such shares, to receive any dividend or other d i s t r i b u t i o n with respect to such shares, and for a l l other purposes^ and the corporation s h a l l not be bound to recognize any equitable or other claim to or interest i n such shares on the part of any other person, whether or not i t s h a l l have express or other notice thereof, except as otherwise provided by law.

8.^ Transfer of Stock. Transfers of shares, duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, s h a l l be made upon the transfer books of the corporation, kept at the o f f i c e of the Secretary of the corporation, only upon d i r e c t i o n of the person named i n the c e r t i f i c a t e , or by an attorney lawfully constituted i n writings and before a new c e r t i f i c a t e i s issued, the old c e r t i f i c a t e s h a l l be surrendered for cancellation or, i n the case of a c e r t i f i c a t e alleged to have been l o s t , stolen, or destroyed, the provisions of Section 8.5 of these by-laws s h a l l have been complied with.

8.5 Lost^ Stolen or Destroved C e r t i f i c a t e s . Anypersonclaiming a s t o c k c e r t i f i c a t e to be l o s t , stolen or destroyed s h a l l make an a f f i d a v i t or affirmation of the fact i n such manner as the Board of Directors may require and s h a l l , i f the Board of Directors so requires, give the corporation a bond of indemnity i n form and amount and withone ormore sureties s a t i s f a c t o r y to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new c e r t i f i c a t e may be issued i n l i e u of the one alleged to have been l o s t , stolen or destroyed.

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^^6 Fixing ofRecord Date^ For the purpose of determining stockholders e n t i t l e d to notice of or to vote at any meeting of stockholders or any adjournment thereof, or e n t i t l e d to receive payment of any dividend, or i n o r d e r tomake a determinationof stockholders f o r a n y other proper purpose, t h e B o a r d o f D i r e c t o r s may f i x i n advanceadate as the recorddate, suchdate t o b e n o t more than s i x t y (̂ 0) days (and, i n the case of a stockholders' meeting, not less than ten (10) days) p r i o r t o t h e d a t e o n which the p a r t i c u l a r action requiring such determination of stock­holders i s to be taken.

Record Date i f None Fixed^ I f no record date i s f i x e d as provided i n Section B.^ of these by-laws, then the record date for any determination of stockholders which may be proper or requiredby law, s h a l l be the date on which notice i s m a i l e d , i n t h e c a s e o f a stockholders' meetings t h e d a t e o n w h i c h t h e B o a r d of Directors approves a r e s o l u t i o n d e c l a r i n g a dividend, i n t h e c a s e o f apaymentof adividend^ ^^dthe date onwhich any other action, the consummation of which requires a determination of stockholders, i s t o b e taken, i n t h e case of such action.

ARTICLE NINE

Indemnification

Indemnification. The corporation s h a l l , to the maximum extent permitted by the Delaware General Corporation Law indemnify eachof i t s d i r e c t o r s , o f f i c e r s , employeesandagents against expenses, judgments, fin e s , settlements and other amounts actu a l l y and reasonably incurred i n connection with any p r o c e e d i n g a r i s i n g b y reasonof the f ^ c t t h a t anysuch p e r s o n i s or was a d i r e c t o r , o f f i c e r or agent of the corporation. The corporation s h a l l also have the authority, to the maximum extent permitted by the Delaware General Corporation Law, to advance expenses incurred by any agent of the corporation other than a d i r e c t o r or o f f i c e r i n defending any proceeding.

9.2 Insurance. The corporation s h a l l have the authority to purchase andmaintain insurance o n b e h a l f o f any s u c h d i r e c t o r s o f f i c e r s , employees or agents against any l i a b i l i t y asserted against or incurred by such person i n such capacity whether or not the corporation would leave the power to indemnify such persons against such l i a b i l i t y under the laws of the State of Delaware.

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ARTICLE TEN

Books and Records

10.1 Inspection of Books and Records. The Board of Directors s h a l l have power to determine which accounts, books and records of the corporation s h a l l be opened to the inspection of stock­holders, except such as may by law be s p e c i f i c a l l y open to inspection, and s h a l l have power to fix—KAacAr^ai^^ •* .irorm l a * " - " * —

Amended ty Board of Fiscal Year. The fiscal year of the corporation shall end on

Directors' Consem, March 31. dated April 1, 1998.

—.——«,^^AJuriiy or tne stock-..vujwctB, wnen c a l l e d l f o r by the vote of the stockholders, a f u l l and clear statement of the business and condition of the corporation.

ARTICLE ELEVEN

Amendments

11.1 Power to Amend Bv-laws. The Board of Directors s h a l l have power to a l t e r , amend or repeal these by-laws or adopt new by­laws, but any by-laws adopted by the Board of Directors may be altered, amended or repealed, and new by-laws adopted by the stockholders. The stockholders may prescribe that any by-law or by-laws adopted by them s h a l l not be altered, amended or repealed by the Board of Directors.

11.2 Conditions. Action taken by the stockholders with respect to by-laws s h a l l be taken by an affirmative vote of a majority of a l l shares e n t i t l e d to elect directors, and action by the Board of Directors with respect to by-laws s h a l l be taken by an affirmative vote of a majority of a l l directors then holding o f f i c e .

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OFFICER'S CERTIFICATE

The undersigned c e r t i f i e s ;

(1) That the undersigned i s the duly e l e c t e d and a c t i n g Executive ^ i c e Pre s i d e n t , General Counsel and A s s i s t a n t Secretary of SPE LATIN AMERICAN ACQUISITION CORPORATION, a Delaware corporations and

(2) That the foregoing By-Laws c o n s t i t u t e the By-Laws of s a i d c o r p o r a t i o n as duly adopted by Unanimous W r i t t e n Consent of the Board of D i r e c t o r s as of the 13th day of A p r i l , 199^.

IN WITNESS WHEREOF, I have hereunto subscribed my name and a f f i x e d the s e a l of s a i d c o r p o r a t i o n as of the 13th day of A p r i l , 199^.

Ronald N̂ . ^ac^b^. Executive V i ^ ^ ^ P r e s i d e n t , General

Counsel and A s s i s t a n t Secretary

^SEAL^