**Exhibit 3.88**

** **

**CERTIFICATE OF INCORPORATION**

 

**OF**

 

**JACOBS SUGARWAREHOUSE, INC.**

 

1.             Thename of this corporation is Jacobs Sugar Warehouse, Inc.

 

2.             Theregistered office of this corporation in the State of Delaware is located at, CorporationTrust Center 1209 Orange Street, Wilmington, DE 19801, County New Castle.  The name of its registered agent at suchaddress is The Corporation Trust Company.

 

3.             Thepurpose of this corporation is to engage in any lawful act or activity forwhich corporations may be organized under the General Corporation Law of theState of Delaware.

 

4.             Thetotal number of shares of stock that this corporation shall have authority toissue is 1,000 shares of Common Stock, $0.001 par value per share.  Each share of Common Stock shall be entitledto one vote.

 

5.             Thename and mailing address of the incorporator is: Adam J. Fogoros, Jones &Keller, P.C., 1625 Broadway, Sixteenth Floor, Denver, Colorado 80202.

 

6.             Exceptas otherwise provided in the provisions establishing a class of stock, thenumber of authorized shares of any class or series of stock may be increased ordecreased (but not below the number of shares thereof then outstanding) by theaffirmative vote of the holders of a majority of the voting power of thecorporation entitled to vote irrespective of the provisions of Section 242(b)(2) ofthe General Corporation Law of the State of Delaware.

 

7.             Theelection of directors need not be by written ballot unless the bylaws shall sorequire.

 

8.             Infurtherance and not in limitation of the power conferred upon the board ofdirectors by law, the board of directors shall have power to make, adopt,alter, amend and repeal from time to time the bylaws of this corporation,subject to the right of the stockholders entitled to vote with respect theretoto alter and repeal bylaws made by the board of directors.

 

9.             Adirector of this corporation shall not be liable to the corporation or itsstockholders for monetary damages for breach of fiduciary duty as a director,except to the extent that exculpation from liability is not permitted under theGeneral Corporation Law of the State of Delaware as in effect at the time suchliability is determined.  No amendment orrepeal of this Article 9 shall apply to or have any effect on theliability or alleged liability of any director of the 

 

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corporation for or with respect to any actsor omissions of such director occurring prior to such amendment or repeal.

 

10.           Thiscorporation shall, to the maximum extent permitted from time to time under thelaws of the State of Delaware, indemnify and upon request advance expenses toany person who is or was a party or is threatened to be made a party to anythreatened, pending or completed action, suit, proceeding or claim, whethercivil, criminal, administrative or investigative, by reason of the fact thatsuch person is or was or has agreed to be a director or officer of thiscorporation or while a director or officer is or was serving at the request ofthis corporation as a director, officer, partner, trustee, employee or agent ofany corporation, partnership, joint venture, trust or other enterprise,including service with respect to employee benefit plans, against expenses(including attorney’s fees and expenses), judgments, fines, penalties andamounts paid in settlement incurred (and not otherwise recovered) in connectionwith the investigation, preparation to defend or defense of such action, suit,proceeding or claim; provided, however, that the foregoing shall not requirethis corporation to indemnify or advance expenses to any person in connectionwith any action, suit, proceeding, claim or counterclaim initiated by or onbehalf of such person.  Suchindemnification shall not be exclusive of other indemnification rights arisingunder any bylaw, agreement, vote of directors or stockholders orindemnification rights arising under any bylaw, agreement, vote of directors ofstockholders or otherwise and shall inure to the benefit of the heirs and legalrepresentatives of such person. Any person seeking indemnification under this Article 10shall be deemed to have met the standard of conduct required for suchindemnification unless the contrary shall be established.  Any repeal or modification of the foregoingprovisions of this Article 10 shall not adversely affect any right orprotection of a director of officer of this corporation with respect to anyacts or omissions of such director or officer director of officer occurringprior to such repeal or modification.

 

11.           Thebooks of the corporation may (subject to any statutory requirements) be keptoutside the State of Delaware as may be designated by the board of directors orin the bylaws of this corporation.

 

12.           Theboard of directors is authorized, subject to limitations prescribed by law andthe provisions of this Article 12, to provide for the issuance of theshares of preferred stock in series, and by filing a certificate pursuant tothe applicable law of the State of Delaware, to establish from time to time thenumber of shares to be included in each such series and the voting powersthereof, full or limited, and to fix the designation, powers, preferences andrights of the shares of each such series and the qualifications, limitations orrestrictions thereof.

 

The authority of the boardwith respect to each series shall include, but not be limited to, determinationof the following:

 

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(a) The number ofshares constituting that series and the distinctive designation of that series;

 

(b) The dividendrate on the shares of that series, whether dividends shall be cumulative, and,if so, from which date or dates, and the relative rights of priority, if any,of payment of dividends on shares of that series;

 

(c) Whether thatseries shall have voting rights, in addition to the voting rights provided bylaw, and, if so, the terms of such voting rights;

 

(d) Whether thatseries shall have conversion privileges, and, if so, the terms and conditionsof such conversion, including provision for adjustment of the conversion ratein such events as the board of directors shall determine;

 

(e) Whether ornot the shares of that series shall be redeemable, and, if so, the terms andconditions of such redemption, including the date or date upon or after whichthey shall be redeemable, and the amount per share payable in case ofredemption, which amount may vary under different conditions and at differentredemption dates;

 

(f) Whether thatseries shall have a sinking fund for the redemption or purchase of shares ofthat series, and, if so, the terms and amount of such sinking fund;

 

(g) The rights ofthe shares of that series in the event of voluntary or involuntary liquidation,dissolution or winding up of the corporation, and the relative rights ofpriority, if any, of payment of shares of that series; and

 

(h) Any otherrelative rights, preferences and limitations of that series.

 

THE UNDERSIGNED, the sole incorporator named above, hereby certifiesthat the facts stated above are true as of this 17th day of July, 2008.

 

 
|   | /s/ Adam J. Fogoros |
|--------|---------------------|
|   | Adam J. Fogoros     |

 

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