**Exhibit 3.89**

 

**BYLAWS**

 

**OF**

 

**JACOBSSUGAR WAREHOUSE, INC.**

**a Delawarecorporation**

 

**ARTICLE I**

**OFFICES**

 

**Section 1.        **RegisteredOffice.  The registered office shallbe at the office of The Corporation Trust Company in the City of Wilmington,County of New Castle, State of Delaware.

 

**Section 2.        **OtherOffices.  The corporation may alsohave offices at such other places both within and without the State of Delawareas the Board of Directors may from time to time determine or the business ofthe corporation may require.

 

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

 

**Section 1.        **AnnualMeeting.  An annual meeting of thestockholders for the election of directors shall be held at such place eitherwithin or without the State of Delaware as shall be designated on an annualbasis by the Board of Directors and stated in the notice of the meeting.  Meetings of stockholders for any otherpurpose may be held at such time and place, within or without the State ofDelaware, as shall be stated in the notice of the meeting or in a duly executedwaiver of notice thereof.  Any otherproper business may be transacted at the annual meeting.

 

**Section 2.        **Noticeof Annual Meeting.  Written notice ofthe annual meeting stating the place, date and hour of the meeting shall begiven to each stockholder entitled to vote at such meeting not less than tennor more than sixty days before the date of the meeting.

 

**Section 3.        **VotingList.  The officer who has charge ofthe stock ledger of the corporation shall prepare and make, or cause a thirdparty to prepare and make, at least ten days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting or, if not sospecified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.

 

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**Section 4.        **SpecialMeetings.  Special meetings of thestockholders of this corporation, for any purpose or purposes, unless otherwiseprescribed by statute or by the Certificate of Incorporation, shall be calledby the President or Secretary at the request in writing of a majority of themembers of the Board of Directors or holders of a majority of the total votingpower of all outstanding shares of stock of this corporation then entitled tovote, and may not be called absent such a request.  Such request shall state the purpose orpurposes of the proposed meeting.

 

**Section 5.        **Noticeof Special Meetings.  As soon asreasonably practicable after receipt of a request as provided in Section 4of this Article II, written notice of a special meeting, stating theplace, date (which shall be not less than ten nor more than sixty days from thedate of the notice) and hour of the special meeting and the purpose or purposesfor which the special meeting is called, shall be given to each stockholderentitled to vote at such special meeting.

 

**Section 6.        **Scopeof Business at Special Meeting. Business transacted at any special meeting of stockholders shall belimited to the purposes stated in the notice.

 

**Section 7.        **Quorum.  The holders of a majority of the stock issuedand outstanding and entitled to vote thereat, present in person or representedby proxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business, except as otherwise provided by statute or by theCertificate of Incorporation.  If,however, such quorum shall not be present or represented at any meeting of thestockholders, the chairman of the meeting or the stockholders entitled to votethereat, present in person or represented by proxy, shall have power to adjournthe meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorumshall be present or represented, any business may be transacted which mighthave been transacted at the meeting as originally notified.  If the adjournment is for more than thirtydays, or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholderof record entitled to vote at the meeting as provided in Section 5 of thisArticle II.

 

**Section 8.        **Qualificationsto Vote.  The stockholders of recordon the books of the corporation at the close of business on the record date asdetermined by the Board of Directors and only such stockholders shall beentitled to vote at any meeting of stockholders or any adjournment thereof

 

**Section 9.        **RecordDate.  The Board of Directors may fixa record date for the determination of the stockholders entitled to notice ofor to vote at any stockholders’ meeting and at any adjournment thereof, or toexpress consent to corporate action in writing without a meeting, or to receivepayment of any dividend or other distribution or allotment of any rights, orentitled to exercise any rights in respect of any change, conversion orexchange of stock or for the purpose of any other lawful action.  The record date shall not be more than sixtyor less than ten days before the date of such meeting, and not more than sixtydays prior to any other action.  If norecord date is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholders shallbe at the close of business on the day next preceding the day on which noticeis given, or if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held. A determination of 

 

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stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; *provided, however*,that the Board of Directors may fix a new record date for the adjournedmeeting.

 

**Section 10.      **Actionat Meetings.  When a quorum ispresent at any meeting, the vote of the holders of a majority of the stockhaving voting power present in person or represented by proxy shall decide anyquestion brought before such meeting, unless the question is one upon which byexpress provision of applicable law or of the Certificate of Incorporation, adifferent vote is required, in which case such express provision shall governand control the decision of such question.

 

**Section 11.      **Votingand Proxies.  Unless otherwiseprovided in the Certificate of Incorporation, each stockholder shall at everymeeting of the stockholders be entitled to one vote in person or by proxy foreach share of the capital stock having voting power held by such stockholder, butno proxy shall be voted on after three years from its date, unless the proxyprovides for a longer period.  Each proxyshall be revocable unless expressly provided therein to be irrevocable andunless it is coupled with an interest sufficient in law to support anirrevocable power.

 

**Section 12.      **Actionby Stockholders Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, anyaction required to be taken at any annual or special meeting of stockholders ofthe corporation, or any action which may be taken at any annual or specialmeeting of such stockholders, may be taken without a meeting, without priornotice and without a vote, if a consent or consents in writing, setting forththe action so taken, shall be signed by the holders of outstanding stock havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all shares entitled to vote thereonwere present and voted and shall be delivered to the corporation by delivery toits registered office in Delaware (by hand or by certified or registered mail,return receipt requested), to its principal place of business, or to an officeror agent of the corporation having custody of the book in which proceedings ofmeetings of stockholders are recorded; *provided, however*,that action by written consent to elect directors, if less than unanimous,shall be in lieu of holding an annual meeting only if all the directorships towhich directors could be elected at an annual meeting held at the effectivetime of such action are vacant and are filled by such action.  Prompt notice of the taking of corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing and who, if the actionhad been taken at a meeting, would have been entitled to notice of the meetingif the record date for such meeting had been the date that written consentssigned by a sufficient number of stockholders to take the action were deliveredto the corporation by delivery to its registered office in Delaware (by hand orby certified or registered mail, return receipt requested), to its principalplace of business, or to an officer or agent of the corporation having custodyof the book in which proceedings or meetings of stockholders are recorded.

 

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**ARTICLE III**

**DIRECTORS**

 

**Section 1.        **Powers.  The business of the corporation shall bemanaged by or under the direction of its Board of Directors, which may exerciseall such powers of the corporation and do all such lawful acts and things asare not by applicable law or by the Certificate of Incorporation or by theseBylaws directed or required to be exercised or done by the stockholders.

 

**Section 2.        **Number,Election, Tenure and Qualification. The number of directors which shall constitute the whole board shall befixed from time to time by resolution of the Board of Directors or by theStockholders at an annual meeting of the Stockholders (unless the directors areelected by written consent in lieu of an annual meeting as provided in Article II,Section 12).  With the exception ofthe first Board of Directors, which shall be elected by the incorporator, andexcept as provided in the corporation’s Certificate of Incorporation or in Section 3of this Article III, the directors shall be elected at the annual meetingof the stockholders by a plurality vote of the shares represented in person orby proxy and each director elected shall hold office until his successor iselected and qualified unless he shall resign, become disqualified, disabled, orotherwise removed.  Directors need not bestockholders.

 

**Section 3.        **Vacanciesand Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacanciesand newly-created directorships resulting from any increase in the authorizednumber of directors may be filled by a majority of the directors then inoffice, though less than a quorum, or by a sole remaining director.  The directors so chosen shall serve until thenext annual election and until their successors are duly elected and shallqualify, unless sooner displaced.  Ifthere are no directors in office, then an election of directors may be held inthe manner provided by statute.  If, atthe time of filling any vacancy or any newly created directorship, thedirectors then in office shall constitute less than a majority of the wholeboard (as constituted immediately prior to any such increase), the Court ofChancery may, upon application of any stockholder or stockholders holding atleast ten percent of the total number of shares at the time outstanding havingthe right to vote for such directors, summarily order an election to be held tofill any such vacancies or newly created directorships, or to replace thedirectors chosen by the directors then in office.

 

**Section 4.        **Locationof Meetings.  The Board of Directorsof the corporation may hold meetings, both regular and special, either withinor without the State of Delaware.

 

**Section 5.        **Meetingof Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be heldimmediately following the annual meeting of stockholders and no notice of suchmeeting shall be necessary to the newly elected directors in order legally toconstitute the meeting, provided a quorum shall be present.  In the event such meeting is not held at suchtime, the meeting may be held at such time and place as shall be specified in anotice given as hereinafter provided for special meetings of the Board ofDirectors, or as shall be specified in a written waiver signed by all of thedirectors.

 

**Section 6.        **RegularMeetings.  Regular meetings of theBoard of Directors may be held without notice at such time and at such place asshall from time to time be determined by 

 

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the Board ofDirectors; *provided, however*, that any director whois absent when such a determination is made shall be given notice of suchlocation.

 

**Section 7.        **SpecialMeetings.  Special meetings of theBoard of Directors may be called by the President on two days’ notice to eachdirector by mail, overnight courier service or facsimile; special meetingsshall be called by the President or Secretary in a like manner and on likenotice on the written request of two directors unless the Board of Directorsconsists of only one director, in which case special meetings shall be calledby the President or Secretary in a like manner and on like notice on the writtenrequest of the sole director.  Notice maybe waived in accordance with Section 229 of the Delaware GeneralCorporation Law.

 

**Section 8.        **Quorumand Action at Meetings.  At allmeetings of the Board of Directors, a majority of the directors then in office shallconstitute a quorum for the transaction of business, and the act of a majorityof the directors present at any meeting at which there is a quorum shall be theact of the Board of Directors, except as may be otherwise specifically providedby statute or by the Certificate of Incorporation.  If a quorum shall not be present at anymeeting of the Board of Directors, the directors present thereat may adjournthe meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present.

 

**Section 9.        **ActionWithout a Meeting.  Unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, any actionrequired or permitted to be taken at any meeting of the Board of Directors orof any committee thereof may be taken without a meeting, if all members of theBoard of Directors or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedingsof the Board of Directors or committee.

 

**Section 10.      **TelephonicMeeting.  Unless otherwise restrictedby the Certificate of Incorporation or these Bylaws, members of the Board ofDirectors, or any committee designated by the Board of Directors, mayparticipate in a meeting of the Board of Directors, or any committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at the meeting.

 

**Section 11.      **Committees.  The Board of Directors may, by resolutionpassed by a majority of the whole board, designate one or more committees, eachcommittee to consist of one or more of the directors of the corporation.  The Board of Directors may designate one ormore directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.  In the absence or disqualification of amember of a committee, the member or members thereof present at any meeting andnot disqualified from voting, whether or not such member or members constitutea quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member.

 

**Section 12.      **CommitteeAuthority.  Any such committee, tothe extent provided in the resolution of the Board of Directors, shall have andmay exercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the corporation, and may 

 

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authorize the sealof the corporation to be affixed to all papers which may require it; but nosuch committee shall have the power or authority in reference to (a) approving,adopting or recommending to the stockholders, any action or matter expresslyrequired by the Delaware General Corporation Law to be submitted tostockholders for approval, or (b) adopting, amending or repealing anyBylaw of the corporation.  Such committeeor committees shall have such name or names as may be determined from time totime by resolution adopted by the Board of Directors.

 

**Section 13.      **CommitteeMinutes.  Each committee shall keepregular minutes of its meetings and report the same to the Board of Directorswhen required to do so by the Board of Directors.

 

**Section 14.      **DirectorsCompensation.  Unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, the Board ofDirectors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, ifany, of attendance at each meeting of the Board of Directors and may be paid afixed sum for attendance at each meeting of the Board of Directors or a statedsalary as director.  No such paymentshall preclude any director from serving the corporation in any other capacityand receiving compensation therefor. Members of special or standing committees may be allowed likecompensation for attending committee meetings.

 

**Section 15.      **Resignation.  Any director or officer of the corporationmay resign at any time.  Each suchresignation shall be made in writing and shall take effect at the timespecified therein, or, if no time is specified, at the time of its receipt byeither the Board of Directors, the President or the Secretary.  The acceptance of a resignation shall not benecessary to make it effective unless expressly so provided in the resignation.

 

**Section 16.      **Removal.  Unless otherwise restricted by theCertificate of Incorporation, these Bylaws or applicable law, any director orthe entire Board of Directors may be removed, with or without cause, by theholders of a majority of shares entitled to vote at an election of directors.

 

**ARTICLE IV**

 

**NOTICES**

 

**Section 1.        **Noticeto Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate ofIncorporation or of these Bylaws, notice is required to be given to anydirector or stockholder, it shall not be construed to mean personal notice, butsuch notice may be given in writing, by mail, addressed to such director orstockholder, at his address as it appears on the records of the corporation,with postage thereon prepaid, and such notice shall be deemed to be given atthe time when the same shall be deposited in the United States mail.  An affidavit of the Secretary or an AssistantSecretary or of the transfer agent of the corporation that the notice has beengiven shall in the absence of fraud, be prima facie evidence of the factsstated therein.  Notice to directors mayalso be given by telephone, facsimile or telegram (with confirmation ofreceipt).

 

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**Section 2.        **Waiver.  Whenever any notice is required to be givenunder the provisions of the statutes or of the Certificate of Incorporation orof these Bylaws, a waiver thereof in writing, signed by the person or personsentitled to said notice, whether before or after the time stated therein, shallbe deemed equivalent thereto.  Thewritten waiver need not specify the business to be transacted at, nor thepurpose of, any regular or special meeting of the stockholders, directors, ormembers of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of noticeof such meeting, except when the person attends a meeting for the expresspurpose of objecting at the beginning of the meeting to the transaction of anybusiness because the meeting is not lawfully called or convened.  Attendance at the meeting is not a waiver ofany right to object to the consideration of matters required by the DelawareGeneral Corporation Law to be included in the notice of the meeting but not soincluded, if such objection is expressly made at the meeting.

 

**ARTICLE V**

**OFFICERS**

 

**Section 1.        **Enumeration.  The officers of the corporation shall bechosen by the Board of Directors and shall include a President, a Secretary, aTreasurer or Chief Financial Officer and such other officers with such othertitles as the Board of Directors shall determine.  The Board of Directors may elect from amongits members a Chairman or Chairmen of the Board and a Vice Chairman of the Board.  The Board of Directors may also choose one ormore Vice Presidents, Assistant Secretaries and Assistant Treasurers.  Any number of offices may be held by the sameperson, unless the Certificate of Incorporation or these Bylaws otherwiseprovide.

 

**Section 2.        **Election.  The Board of Directors at its first meetingafter each annual meeting of stockholders shall elect a President, a Secretary,a Treasurer or Chief Financial Officer and such other officers with such othertitles as the Board of Directors shall determine.

 

**Section 3.        **Appointmentof Other Agent.  The Board ofDirectors may appoint such other officers and agents as it shall deemnecessary, who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by theBoard of Directors.

 

**Section 4.        **Compensation.  The salaries of all officers of thecorporation shall be fixed by the Board of Directors or a committeethereof.  The salaries of agents of thecorporation shall, unless fixed by the Board of Directors, be fixed by thePresident or any Vice President of the corporation.

 

**Section 5.        **Tenure.  The officers of the corporation shall holdoffice until their successors are chosen and qualify.  Any officer elected or appointed by the Boardof Directors may be removed at any time by the affirmative vote of a majorityof the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filledby the Board of Directors.

 

**Section 6.        **Chairmanof the Board and Vice-Chairman of the Board.  The Chairman of the Board, if any, shallpreside at all meetings of the Board of Directors and of the 

 

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stockholders atwhich the Chairman shall be present.  TheChairman shall have and may exercise such powers as are, from time to time,assigned to the Chairman by the Board of Directors and -as may be provided bylaw.  In the absence of the Chairman ofthe Board, the Vice Chairman of the Board, if any, shall preside at allmeetings of the Board of Directors and of the stockholders at which the ViceChairman shall be present.  The ViceChairman shall have and may exercise such powers as are, from time to time,assigned to such person by the Board of Directors and as may be provided bylaw.

 

**Section 7.        **President.  The President shall be the Chief Executive Officer of the****corporationunless such title is assigned to another officer of the corporation; in theabsence of a Chairman and Vice Chairman of the Board, the President shallpreside as the chairman of meetings of the stockholders and the Board ofDirectors; and the President shall have general and active management of thebusiness of the corporation and shall see that all orders and resolutions ofthe Board of Directors are carried into effect. The President or any Vice President shall execute bonds, mortgages andother contracts requiring a seal, under the seal of the corporation, exceptwhere required or permitted by law to be otherwise signed and executed andexcept where the signing and execution thereof shall be expressly delegated bythe Board of Directors to some other officer or agent of the corporation.

 

**Section 8.        **VicePresident.  In the absence of thePresident or in the event of the President’s inability or refusal to act, theVice President, if any (or in the event there be more than one Vice President,the Vice Presidents in the order designated by the Board of Directors, or inthe absence of any designation, then in the order of their election) shallperform the duties of the President, and when so acting shall have all thepowers of and be subject to all the restrictions upon the President.  The Vice President shall perform such otherduties and have such other powers as the Board of Directors may from time totime prescribe.

 

**Section 9.        **Secretary.  The Secretary shall attend all meetings ofthe Board of Directors and all meetings of the stockholders and record all theproceedings of the meetings of the corporation and of the Board of Directors ina book to be kept for that purpose and shall perform like duties for thestanding committees when required.  TheSecretary shall give, or cause to be given, notice of all meetings of thestockholders and special meetings of the Board of Directors, and shall performsuch other duties as may be prescribed by the Board of Directors or President,under whose supervision the Secretary shall be subject.  The Secretary shall have custody of thecorporate seal of the corporation and the Secretary, or an Assistant Secretary,shall have authority to affix the same to any instrument requiring it and whenso affixed, it may be attested by the Secretary’s signature or by the signatureof such Assistant Secretary.  The Boardof Directors may give general authority to any other officer to affix the sealof the corporation and to attest the affixing by such officer’s signature.

 

**Section 10.      **AssistantSecretary.  The Assistant Secretary,or if there be more than one, the Assistant Secretaries in the order determinedby the Board of Directors (or if there be no such determination, then in theorder of their election) shall, in the absence of the Secretary or in the eventof the Secretary’s inability or refusal to act, perform the duties and exercisethe powers of the Secretary and shall perform such other duties and have suchother powers as the Board of Directors may from time to time prescribe.

 

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**Section 11.      **ChiefFinancial Officer.  The ChiefFinancial Officer shall have the custody of the corporate funds and securitiesand shall keep full and accurate accounts of receipts and disbursements inbooks belonging to the corporation and shall deposit all moneys and othervaluable effects in the name and to the credit of the corporation in suchdepositories as may be designated by the Board of Directors.  The Chief Financial Officer shall disbursethe funds of the corporation as may be ordered by the Board of Directors,President or Chief Executive Officer, taking proper vouchers for suchdisbursements, and shall render to the President, Chief Executive Officer andthe Board of Directors, at its regular meetings, or when the Board of Directorsso requires, an account of all such transactions as Chief Financial Officer andof the financial condition of the corporation. If required by the Board of Directors, the Chief Financial Officer shallgive the corporation a bond (which shall be renewed every six years) in suchsum and with such surety or sureties as shall be satisfactory to the Board ofDirectors for the faithful performance of the duties of the Chief FinancialOfficer’s office and for the restoration to the corporation, in case of theChief Financial Officer’s death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other property of whateverkind in the possession or under the control of the Chief Financial Officer thatbelongs to the corporation.

 

**ARTICLE VI**

 

**CAPITAL STOCK**

 

**Section 1.        **Certificates.  The shares of the corporation shall berepresented by a certificate, unless and until the Board of Directors adopts aresolution permitting shares to be uncertificated.  Certificates shall be signed by, or in thename of the corporation by, (a) the Chairman of the Board, theVice-Chairman of the Board, the President or a Vice President, and (b) theTreasurer or an Assistant Treasurer, or the Secretary or an AssistantSecretary, certifying the number of shares owned by such stockholder in thecorporation.  Certificates may be issuedfor partly paid shares and in such case upon the face or back of thecertificates issued to represent any such partly paid shares, the total amountof the consideration to be paid therefor and the amount paid thereon shall bespecified.

 

**Section 2.        **Class orSeries.  If the corporation shall beauthorized to issue more than one class of stock or more than one series of anyclass, the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof andthe qualifications, limitations or restrictions of such preferences and/orrights shall be set forth in full or summarized on the face or back of thecertificate which the corporation shall issue to represent such class or seriesof stock, provided that, except as otherwise provided in Section 202 ofthe Delaware General Corporation Law, in lieu of the foregoing requirements,there may be set forth on the face or back of the certificate that thecorporation shall issue to represent such class or series of stock, a statementthat the corporation will furnish without charge to each stockholder who sorequests the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof andthe qualifications, limitations or restrictions of such preferences and/orrights.  Within a reasonable time afterthe issuance or transfer of uncertificated stock, the corporation shall send tothe registered owner thereof a written notice containing the informationrequired to be set forth or stated on certificates pursuant to Sections 151,156, 202(a) or 218(a) of the Delaware Corporation Law or a statementthat the corporation will furnish without charge, to each stockholder who sorequests, 

 

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the powers,designations, preferences and relative participating, optional or other specialrights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights.

 

**Section 3.        **Signature.  Any of or all of the signatures on acertificate may be facsimile.  In caseany officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be such officer,transfer agent or registrar before such certificate is issued, it may be issuedby the corporation with the same effect as if such person were such officer,transfer agent or registrar at the date of issue.

 

**Section 4.        **LostCertificates.  The Board of Directorsmay direct a new certificate or certificates to be issued in place of anycertificate or certificates theretofore issued by the corporation alleged tohave been lost, stolen or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost, stolen ordestroyed.  When authorizing such issueof a new certificate or certificates, the Board of Directors may, in itsdiscretion and as a condition precedent to the issuance thereof, require theowner of such lost, stolen or destroyed certificate or certificates, or suchowner’s legal representative, to advertise the same in such manner as it shallrequire and/or to give the corporation a bond in such sum as it may direct asindemnity against any claim that may be made against the corporation withrespect to the certificate alleged to have been lost, stolen or destroyed.

 

**Section 5.        **Transferof Stock.  Upon surrender to thecorporation or the transfer agent of the corporation of a certificate forshares duly endorsed or accompanied by proper evidence of succession,assignation or authority to transfer, it shall be the duty of the corporationto issue a new certificate to the person entitled thereto, cancel the oldcertificate and record the transaction upon its books.  Upon receipt of proper transfer instructionsfrom the registered owner of uncertificated shares such uncertificated sharesshall be canceled and issuance of new equivalent uncertificated shares orcertificated shares shall be made to the person entitled thereto and thetransaction shall be recorded upon the books of the corporation.

 

**Section 6.        **RecordDate.  In order that the corporationmay determine the stockholders entitled to notice of or to vote at any meetingof stockholder or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix,in advance, a record date, which shall not be more than sixty nor less than tendays before the date of such meeting, nor more than sixty days prior to anyother action.  A determination of stockholdersof record entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; *provided, however*,that the Board of Directors may fix a new record date for the adjournedmeeting.

 

**Section 7.        **RegisteredStockholders.  The corporation shallbe entitled to recognize the exclusive right of a person registered on itsbooks as the owner of shares to receive dividends, and to vote as such owner,and to hold liable for calls and assessments a person registered on its booksas the owner of shares, and shall not be bound to recognize any equitable orother claim to or interest in such share or shares on the part of any otherperson, whether or 

 

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not it shall haveexpress or other notice thereof, except as otherwise provided by the laws ofDelaware.

 

**ARTICLE VII**

** **

**GENERAL PROVISIONS**

 

**Section 1.        **Dividends.  Dividends upon the capital stock of thecorporation, subject to the applicable provisions, if any, of the Certificateof Incorporation, may be declared by the Board of Directors at any regular orspecial meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capitalstock, subject to the provisions of the Certificate of Incorporation.  Before payment of any dividend, there may beset aside out of any funds of the corporation available for dividends such sumor sums as the Board of Directors from time to time, in their absolutediscretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of thecorporation, or for such other purposes as the Board of Directors shall thinkconducive to the interest of the corporation, and the Board of Directors maymodify or abolish any such reserve in the manner in which it was created.

 

**Section 2.        **Checks.  All checks or demands for money and notes ofthe corporation shall be signed by such officer or officers or such otherperson or persons as the Board of Directors may from time to time designate.

 

**Section 3.        **FiscalYear.  The fiscal year of thecorporation shall be fixed by resolution of the Board of Directors.

 

**Section 4.        **Seal.  The Board of Directors may adopt a corporateseal having inscribed thereon the name of the corporation, the year of itsorganization and the words “Corporate Seal, Delaware.” The seal may be used bycausing it or a facsimile thereof to be impressed or affixed or reproduced orotherwise.

 

**Section 5.        **Loans.  The Board of Directors of this corporation may,without stockholder approval, authorize loans to, or guaranty obligations of,or otherwise assist, including, without limitation, the adoption of employeebenefit plans under which loans and guarantees may be made, any officer orother employee of the corporation or of its subsidiary, including any officeror employee who is a director of the corporation or its subsidiary, whenever,in the judgment of the Board of Directors, such loan, guaranty or assistancemay reasonably be expected to benefit the corporation.  The loan, guaranty or other assistance may bewith or without interest, and may be unsecured, or secured in such manner asthe Board of Directors shall approve, including, without limitation, a pledgeof shares of stock of the corporation.

 

**ARTICLE VIII**

** **

**INDEMNIFICATION**

 

**Section 1.        **Scope.  The corporation shall, to the fullest extentpermitted by Section 145 of the Delaware General Corporation Law, as that Section maybe amended and 

 

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supplemented fromtime to time, indemnify any director, officer, employee or agent of thecorporation, against expenses (including attorneys’ fees), judgments, fines,amounts paid in settlement and/or other matters referred to in or covered bythat Section, by reason of the fact that such person is or was a director,officer, employee or agent of the corporation, or is or was serving at therequest of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise.

 

**Section 2.        **AdvancingExpenses.  Expenses (includingattorneys’ fees) incurred by a present or former director or officer of thecorporation in defending a civil, criminal, administrative or investigativeaction, suit or proceeding by reason of the fact that such person is or was adirector, officer, employee or agent of the corporation (or is or was servingat the request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise)shall be paid by the corporation in advance of the final disposition of suchaction, suit or proceeding upon receipt of an undertaking by or on behalf ofsuch director or officer to repay such amount if it shall ultimately be determinedthat such person is not entitled to be indemnified by the corporation asauthorized by relevant provisions of the Delaware General Corporation Law; *provided, however*, the corporation shall not be required toadvance such expenses to a director (i) who commences any action, suit orproceeding as a plaintiff unless such advance is specifically approved by amajority of the Board of Directors, or (ii) who is a party to an action,suit or proceeding brought by the corporation and approved by a majority of theBoard of Directors which alleges willful misappropriation of corporate assetsby such director, disclosure of confidential information in violation of suchdirector’s fiduciary or contractual obligations to the corporation, or anyother willful and deliberate breach in bad faith of such director’s duty to thecorporation or its stockholders.

 

**Section 3.        **LiabilityOffset.  The corporation’s obligationto provide indemnification under this Article VIII shall be offset to theextent the indemnified party is indemnified by any other source including, butnot limited to, any applicable insurance coverage under a policy maintained bythe corporation, the indemnified party or any other person.

 

**Section 4.        **ContinuingObligation.  The provisions of this Article VIIIshall be deemed to be a contract between the corporation and each director ofthe corporation who serves in such capacity at any time while this bylaw is ineffect, and any repeal or modification thereof shall not affect any rights orobligations then existing with respect to any state of facts then ortheretofore existing or any action, suit or proceeding theretofore orthereafter brought based in whole or in part upon any such state of facts.

 

**Section 5.        **Nonexclusive.  The indemnification and advancement ofexpenses provided for in this Article VIII shall (i) not be deemedexclusive of any other rights to which those indemnified may be entitled underany bylaw, agreement or vote of stockholders or disinterested directors orotherwise, both as to action in their official capacities and as to action inanother capacity while holding such office, (h) continue as to a personwho has ceased to be a director and (iii) inure to the benefit of theheirs, executors and administrators of such a person.

 

**Section 6.        **OtherPersons.  In addition to theindemnification rights of directors, officers, employees, or agents of thecorporation, the Board of Directors in its discretion shall have the power onbehalf of the corporation to indemnify any other person made a party to any 

 

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action, suit orproceeding who the corporation may indemnify under Section 145 of theDelaware General Corporation Law.

 

**Section 7.        **Definitions.  The phrases and terms set forth in this Article VIIIshall be given the same meaning as the identical terms and phrases are given inSection 145 of the Delaware General Corporation Law, as that Section maybe amended and supplemented from time to time.

 

**ARTICLE IX**

 

**AMENDMENTS**

 

Except as otherwise provided in theCertificate of Incorporation, these Bylaws may be altered, amended or repealed,or new Bylaws may be adopted, by the holders of a majority of the outstandingvoting shares or by the Board of Directors, when such power is conferred uponthe Board of Directors by the Certificate of Incorporation, at any regularmeeting of the stockholders or of the Board of Directors or at any specialmeeting of the stockholders or of the Board of Directors if notice of suchalteration, amendment, repeal or adoption of new Bylaws be contained in thenotice of such special meeting.  If thepower to adopt, amend or repeal Bylaws is conferred upon the Board of Directorsby the Certificate of Incorporation, it shall not divest or limit the power ofthe stockholders to adopt, amend or repeal Bylaws.

 

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**CERTIFICATEOF THE SECRETARY OF**

 

**JACOBSSUGAR WAREHOUSE, INC.**

 

The undersigned certifies:

 

1.             That the undersigned is the dulyelected and acting Secretary of Jacobs Sugar Warehouse, Inc., a Delawarecorporation; and

 

2.             That the foregoing Bylawsconstitute the Bylaws of the Corporation as duly adopted in a Meeting of theBoard of Directors of the Corporation on July 22, 2008.

 

IN WITNESS WHEREOF, I have hereuntosubscribed my name as of this 22nd day of July, 2008.

 

 
|   | /s/ Stan Politano          |
|--------|----------------------------|
|   | Name: Stan Politano        |
|   | Title: Corporate Secretary |

 

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