**Exhibit3.3**

 

**Amendmentand Addendum toGreat Plains Ethanol, LLC Operating Agreement**

 

**ThisAmendment and Addendum to Operating Agreement** is made and effective as of theNov. 27, 2002 by and between Broin Management, LLC, a Minnesota limitedliability company (the “Managing Member”), and Great Plains Ethanol, LLC, aSouth Dakota limited liability company (the “Company”).

 

**WHEREAS,** the Managing Member providesmanagement services pursuant to an Operating Agreement dated April 23, 2001;and

 

**NOW,THEREFORE**,in consideration of mutual covenants contained in said original agreement andcontained herein, the parties agree as follows:

 

Change the section title line: “**9.3 Management Fee; Trimester/Annual Incentive Bonus;Expenses”** to “**9.3Management Fee and Technical Manager Fee; Trimester/Annual Incentive Bonus;Expenses**.”

 

Change the section title “**9.3(a) Management Fee**” to “**9.3(a) Management Fee and Technical Manager Fee**”and add these paragraphs at the end of the section:

 

The Managing Member shall have the right tohire a Technical Manager who will be an employee of the Managing Member tooversee the technology operations for the Company. The Technical Manager’ssalary, benefits and other expenses shall be paid by the Managing Member andfully reimbursed by the Company. The initial monthly fee will be based upon theTechnical Manager’s base salary times a factor of 140% to cover the employeesalary, related employer payroll taxes, employee benefits, and related employeradministrative costs. Additional fees will include bonus payments to theTechnical Manager times a factor of 140%, interviewing and related travelCosts, hiring and employee placement related costs (including reimbursement forany employment agency fees), moving expenses, and/or temporary living expensesat cost, business travel and related expenses at cost, if not paid directly bythe plant, and other related costs not paid directly by the plant.

 

The reimbursement for theTechnical Manager fees shall be in addition to the management fees defined inthis section 9.3(a) and in addition to the incentive bonuses defined in section9.3(b).

 

**Section9.6            Guaranteed Payment.**

 

The paragraph will bemodified to include the addition of Technical Manager Fees added to Section9.3(a).  The new language to replace theexisting language will read as follows:

 

The above Management fees and TechnicalManager fees in Section 9.3(a), the Incentive Bonus payments in Section 9.3(b)and the bonus payment in Section 9.5 will be treated as a “guaranteed payment”to the Managing Member under Section 707(c) of the Code.

 

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To add a new section as follows:

 

**“9.9Covenant Not to Hire General Manager and/or Technical Manager”**

 

In the event of the termination of theManaging Member under any circumstances, the board of Managers, Company, andany replacement managing member or outside management firm shall not hire theGeneral Manager and/or Technical Manager who were provided by the ManagingMember without the written consent of the Managing Member for three yearssubsequent to the date of termination. This covenant shall be expresslyincluded as a term of any agreement retaining a replacement Managing Member oran outside management firm.

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Amendment effective as of the Nov. 27, 2002.

 
| **Company:**              |                    | **Managing Member:**  |
|---------------------------|-------------------------|-----------------------|
|                      |                    |                  |
| Great Plains Ethanol, LLC |                    | Broin Management, LLC |
|                      |                    |                  |
| By                        |  /s/  Darrin Ihnen |                  | By | /s/ Jeffrey S. Broin |   |
| Its   Chairman       |                    | Jeffrey S. Broin,     |
|                      |                    | Chief Manager         |
|                      |                    |                  |
| By                        |  Darrin Ihnen      |                  |   |
|                      |                    |                  |
| Title                     | Pres.                   |                  |   |
|                           |                         |                       |  |  |  |  |

 

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